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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002 OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO
______________.
Commission file number ...000-22003...
US UNWIRED INC.
(Exact name of registrant as specified in its charter)
Louisiana 72-1457316
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 Lakeshore Drive
Lake Charles, LA 70601
(Address of principal executive offices) (Zip code)
(337) 436-9000
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No__
---
There were 128,831,535 shares of common stock, $0.01 par value per share,
outstanding at November 1, 2002.
1
Page
----
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets ................................ 3
Condensed Consolidated Statements of Operations ...................... 4
Condensed Consolidated Statements of Cash Flows ...................... 5
Notes to Condensed Consolidated Financial Statements ................. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ......................................... 18
Item 4. Controls and Procedures 29
Part II - OTHER INFORMATION
Item 5. Other Information 29
Item 6. Exhibits and Reports on Form 8-K ..................................... 55
Signatures ........................................................................ 56
Certification by Chief Executive Officer .......................................... 57
Certification by Chief Financial Officer .......................................... 58
2
Part I Financial Information
Item 1. Financial Statements
US UNWIRED INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, December 31,
2002 2001
---- ----
(Unaudited) (Note 1)
Assets
------
Current assets:
Cash and cash equivalents $ 38,638 $ 100,589
Investment securities at amortized cost held to maturity 33,995 ---
Restricted cash 24,089 ---
Subscriber receivables, net 43,159 30,011
Other receivables 2,133 10,042
Inventory 8,026 7,691
Prepaid expenses and other assets 14,690 9,373
Receivables from related parties 856 705
Receivables from officers 149 138
---------- ---------
Total current assets 165,735 158,549
Property and equipment, net 484,532 255,761
Restricted cash 18,028 ---
Goodwill and other intangibles, net 544,569 32,840
Notes receivable from unconsolidated affiliates 1,791 1,735
Other assets 46,131 25,649
---------- ---------
Total assets $1,260,786 $ 474,534
========== =========
Liabilities and stockholders' equity
------------------------------------
Current liabilities:
Accounts payable $ 28,663 $ 26,602
Accrued expenses 70,370 27,156
Current maturities of long term obligations 3,578 693
---------- ---------
Total current liabilities 102,611 54,451
Long term obligations, net of current maturities 740,085 338,675
Deferred gain 34,751 38,216
Investments in and advances to unconsolidated affiliates 3,949 3,554
Stockholders' equity:
Common stock 1,288 844
Additional paid in capital 656,519 185,127
Retained deficit (278,243) (146,333)
Promissory note (174) ---
---------- ---------
Total stockholders' equity 379,390 39,638
---------- ---------
Total liabilities and stockholders' equity $1,260,786 $ 474,534
========== =========
See accompanying notes to condensed consolidated financial statements
3
US UNWIRED INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
For the three months ended For the nine months ended
September 30, September 30,
------------- -------------
2002 2001 2002 2001
---- ---- ---- ----
Revenues:
Subscriber $ 90,759 $ 39,910 $ 236,427 $ 100,662
Roaming 53,011 26,016 133,355 60,963
Merchandise sales 4,442 4,322 13,471 12,345
Other revenue 606 1,110 2,047 3,962
--------- --------- ---------- ----------
Total revenue 148,818 71,358 385,300 177,932
Expense:
Cost of service 67,570 30,273 172,406 77,320
Merchandise cost of sales 9,957 7,080 28,264 22,954
General and administrative 43,355 14,189 107,421 37,730
Sales and marketing 27,999 18,374 77,924 48,838
Non-cash stock compensation 1,400 1,089 3,802 3,721
Depreciation and amortization 32,731 12,318 78,566 42,339
--------- --------- ---------- ----------
Total operating expense 183,012 83,323 468,383 232,902
--------- --------- ---------- ----------
Operating loss (34,194) (11,965) (83,083) (54,970)
Other income (expense):
Interest expense (20,515) (8,521) (50,401) (23,265)
Gain on sale of assets 10 401 13 8,620
--------- --------- ---------- ----------
Total other expense (20,505) (8,120) (50,388) (14,645)
Loss before equity in income (loss) of unconsolidated
affiliates and income taxes (54,699) (20,085) (133,471) (69,615)
Equity in income (loss) of unconsolidated affiliates 115 (1,560) 780 (2,430)
--------- --------- ---------- ----------
Loss before income taxes (54,584) (21,645) (132,691) (72,045)
Income tax benefit 781 --- 781 ---
--------- --------- ---------- ----------
Net loss $ (53,803) $ (21,645) $ (131,910) $ (72,045)
========= ========= ========== ===========
Basic and diluted loss per share $ (0.42) $ (0.26) $ (1.15) $ (0.87)
========= ========= ========== ===========
Weighted average outstanding common shares 128,832 84,150 114,610 83,230
========= ========= ========== ===========
See accompanying notes to condensed consolidated financial statements
4
US UNWIRED INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(Unaudited)
For the nine months ended
September 30,
2002 2001
---- ----
Cash flows from operating activities
------------------------------------
Net cash used in operating activities $ (25,764) $ (20,547)
Cash flows from investing activities
------------------------------------
Payments for the purchase of equipment (98,641) (80,985)
Acquisition of business, net of cash acquired (61,417) --
Proceeds from maturities of investments 33,167 --
Proceeds from sale of assets 10,319 44,924
Sale of marketable securities -- 176,705
Purchase of marketable securities -- (12,544)
Proceeds from restricted cash 10,682 5,753
Investments in unconsolidated affiliates 750 (527)
--------- ---------
Net cash (used in) provided by investing activities (105,140) 133,326
Cash flows from financing activities
------------------------------------
Proceeds from long-term debt 70,000 1,822
Proceeds from stock options exercised 212 1,392
Proceeds from promissory notes 20 --
Principal payments of long-term debt (517) (1,500)
Debt issuance costs (762) (149)
--------- ---------
Net cash provided by financing activities 68,953 1,565
--------- ---------
Net (decrease) increase in cash and cash equivalents (61,951) 114,344
Cash and cash equivalents at beginning of period 100,589 15,136
--------- ---------
Cash and cash equivalents at end of period $ 38,638 $ 129,480
========= =========
See accompanying notes to condensed consolidated financial statements.
5
US UNWIRED INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted
in the United States for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
accounting principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for fair
presentation have been included. Operating results for the three and
nine-month periods ended September 30, 2002 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2002.
The condensed consolidated balance sheet at December 31, 2001 has been
derived from the audited financial statements at that date but does not
include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. The condensed consolidated financial statements contained
herein should be read in conjunction with the financial statements and
notes included in the Form 10-K for US Unwired Inc. for the year ended
December 31, 2001, filed on March 5, 2002 with the Securities and Exchange
Commission and with the Risk Factors included in the Form 8-K filed with
the Securities and Exchange Commission on August 16, 2002.
2. Description of the Organization
US Unwired Inc. ("the Company") is principally engaged in the ownership and
operation of wireless communications systems, consisting of personal
communications systems ("PCS"), cellular and paging communication systems
in the southern and northeastern regions of the United States.
3. Acquisitions
On March 8, 2002, the Company acquired 100% of the ownership interests of
Georgia PCS Management, LLC (Georgia PCS) for approximately $84.5 million
in Company stock and cash. Georgia PCS provides PCS services and related
products to customers in the northeastern United States as part of Sprint
PCS's network The service area of Georgia PCS is adjacent to the Company's
existing markets and is also adjacent on the north and the south to
Atlanta, where service is provided by Sprint PCS. Georgia PCS has completed
its initial build out, and as of September 30, 2002 provided network
coverage to approximately 70% of the 1.4 million residents in its service
area. As a result, management believes that it has access to some of the
most attractive and fastest growing markets in the southern United States,
which allow the Company to leverage its existing operations and experience
with other markets in the Company's territory.
An aggregate 5.4 million common shares of the Company's stock valued at
$28.4 million were exchanged for the outstanding membership units of
Georgia PCS. The value of the 5.4 million shares issued was based on the
average market price of the Company's common shares over the period
including the five days before and after the first day the number of common
shares to be issued became fixed. Of the Company's 5.4 million common
shares issued, 1.1 million shares are being held in escrow pending
resolution of certain post-closing adjustments that we anticipate will be
concluded by December 31, 2002. Additionally, the Company repaid
approximately $54.3 million of Georgia PCS's indebtedness and other
obligations. The Company has incurred approximately $1.8 million in closing
costs associated with the acquisition.
The acquisition has been accounted for using the purchase method of
accounting. The aggregate
6
purchase price has been allocated to the assets acquired and liabilities
assumed based on the Company's initial estimate of their fair values. The
excess of the purchase price over the fair value of the net identifiable
assets has been allocated to goodwill. The Company's operating results
include the operating results of Georgia PCS since the date of acquisition,
March 8, 2002.
On April 1, 2002, the Company acquired 100% of the ownership interest in
IWO Holdings, Inc. ("IWO") for approximately $446.3 million in Company
stock and related merger costs. IWO provides PCS services and related
products to customers in the northeastern United States as part of Sprint
PCS's network. IWO's service area consists of a large portion of upstate
New York, New Hampshire, Vermont and portions of Massachusetts and
Pennsylvania with a total population of approximately 6.3 million
residents. As consideration for the acquisition, the Company issued to the
former stockholders of IWO approximately 39.0 million shares of the
Company's common stock and reserved approximately 6.9 million additional
shares of its common stock for issuance upon the exercise of options and
warrants that the Company assumed or exchanged in connection with the
acquisition. The value of the common shares issued was based on the market
price of the common stock of $10.00 per share at the close of business on
December 19, 2001, the date the terms of the acquisition were agreed to and
announced.
The acquisition has been accounted for using the purchase method of
accounting. The aggregate purchase price has been allocated to the assets
acquired and liabilities assumed based on the Company's initial estimate of
their fair values. The excess of the purchase price over the fair value of
the net identifiable assets has been allocated to goodwill. The Company's
operating results include the operating results of IWO from the date of the
acquisition, April 1, 2002.
During the three months period ended September 30, 2002, the Company
adjusted its initial purchase price allocation for IWO by $1.5 million for
reductions in certain estimates related to the overall costs of the
acquisition and $8.7 million for changes in the Company's initial estimates
of working capital acquired that included reductions of estimated
liabilities for circuits, long distance, commissions and rebates. These
changes resulted in a decrease to goodwill of $5.9 million.
The Company is in the process of obtaining independent valuations from a
national valuation firm to assist in the allocation of the purchase price
for Georgia PCS and IWO. The Company expects to receive final valuation
reports from the independent national valuation firm before December 31,
2002.
The following represents the Company's initial allocation of the purchase
prices:
Georgia PCS IWO Total
----------- --- -----
(In thousands)
Consideration:
Common stock $ 28,391 $ 389,828 $ 418,219
Stock options and warrants --- 49,410 49,410
Debt retired of acquired company 52,982 --- 52,982
Cash, including merger related costs 3,080 7,019 10,099
--------- --------- ---------
Total purchase price $ 84,453 $ 446,257 $ 530,710
========= ========= =========
Allocated to:
Working capital $ (3,596) $ 51,994 $ 48,398
Restricted cash and US Treasury obligations --- 28,100 28,100
Investment securities --- 3,103 3,103
Property and equipment 35,298 159,919 195,217
Deferred financing costs and other assets --- 21,768 21,768
Long-term debt --- (306,000) (306,000)
Acquired customer base 12,300 57,500 69,800
Sprint affiliation agreement 15,500 215,000 230,500
Goodwill 24,951 214,873 239,824
--------- --------- ---------
Total $ 84,453 $ 446,257 $ 530,710
========= ========= =========
7
The Company is amortizing the acquired customer base over a period of 24
months and the Sprint affiliation agreements over the remaining life of the
agreements - approximately 18 years. None of the above goodwill is expected
to be tax deductible.
The following unaudited supplemental pro forma information for the three
and nine-month periods ended September 30, 2002 and 2001 presents the
results of operations as if the IWO acquisition had occurred at the
beginning of the period and are not necessarily indicative of future
results or actual results that would have been achieved had these
acquisitions occurred as of the beginning of the period.
Three months ended Sept 30, Nine months ended Sept 30,
2002 2001 2002 2001
---- ---- ---- ----
(In thousands except earnings per share)
Revenues $148,818 $103,891 $ 420,836 $ 255,678
========= ========= ========== ==========
Net loss $(53,803) $(39,731) $(158,747) $(121,558)
========= ========= ========== ==========
Loss per share $ (.42) $ (.47) $ (1.39) $ (1.46)
========= ========= ========== ==========
4. Details of Certain Balance Sheet Accounts
Major categories of property and equipment consisted of the following:
September 30, December 31,
2002 2001
---- ----
(In thousands)
Land $ 890 $ 656
Buildings and leasehold improvements 22,601 11,418
Facilities and equipment 580,922 337,955
Furniture, fixtures and vehicles 9,588 6,447
Construction in progress 36,496 15,750
--------- ---------
650,497 372,226
Less accumulated depreciation an amortization 165,965 116,465
--------- ---------
$ 484,532 $ 255,761
========= =========
Goodwill and other intangibles consisted of the following:
September 30, December 31,
2002 2001
---- ----
(In thousands)
Goodwill $ 266,396 $ 31,032
Sprint affiliation agreement 230,500 ---
Subscriber base 81,824 12,024
---------- --------
578,720 43,056
Less: accumulated amortization 34,151 10,216
---------- --------
$ 544,569 $ 32,840
========== ========
8
5. Long-Term Obligations
Long-term debt reflects the inclusion of the IWO long-term debt on April
1, 2002 and consisted of the following:
September 30, December 31,
-------------
2002 2001
---- ----
Debt outstanding under senior credit facilities:
Senior subordinated discount notes $ 442,182 $ 277,369
Bank credit facilities 290,000 50,000
Capital leases 7,376 7,691
Other financing 4,105 4,308
--------- ---------
Total long-term obligations 743,663 339,368
Less current maturities 3,578 693
--------- ---------
Long-term obligations, excluding current maturities $ 740,085 $ 338,675
========= =========
As of September 30, 2002, $115.3 million remained available for borrowing
under the senior bank credit facilities that included $76.9 million
available under the US Unwired senior bank credit facility and $38.4
million available under the IWO senior bank credit facility. IWO is an
unrestricted subsidiary of US Unwired. Funds available under the IWO
senior bank credit facility can only be used by IWO, and, respectively,
funds available under US Unwired's senior bank credit facility can only
be used by US Unwired.
US Unwired Senior Subordinated Discount Notes - 13 3/8%
In October 1999, the Company issued $400 million in aggregate principal
amount of its 13 3/8% Senior Subordinated Discount Notes due November 1,
2009 ("the US Unwired Notes"). The US Unwired Notes were issued at a
substantial discount such that the Company received gross proceeds of
approximately $209.2 million. The US Unwired Notes increase in value
daily, compounded twice per year, at the rate of 13 3/8% per year until
November 1, 2004. On that date, the value of the US Unwired Notes will be
equal to the face amount of the US Unwired Notes and interest will begin
to accrue at the rate of 13 3/8% per year. The Company will be required
to pay the accrued interest beginning May 1, 2005, and on each November 1
and May 1 thereafter. The US Unwired Notes are a general unsecured
obligation of the Company, except for the limited security provided by a
pledge agreement by the Company's wholly owned subsidiary, Louisiana
Unwired LLC ("LA Unwired"). The US Unwired Notes rank junior to all
existing and future senior debt of the Company and equal in right of
payment of any future senior subordinated indebtedness of the Company.
The US Unwired Notes are fully, unconditionally, and jointly and
severally guaranteed by two of the Company's wholly owned subsidiaries:
LA Unwired and Unwired Telecom Corp. ("Unwired Telecom"). Each of the
guarantees is a general unsecured obligation of the guarantor except for
a pledge by LA Unwired of its interest in Texas Unwired and any notes
payable to it by Texas Unwired as security for the guarantee. Each of the
guarantees ranks equally in right of payment with the guarantor's future
senior subordinated indebtedness and is subordinated in right of payment
to all existing and future senior debt of the guarantor. The US Unwired
Notes are not guaranteed by IWO.
IWO Senior Subordinated Discount Notes - 14%
In February 2001, IWO issued 160,000 units, each consisting of $1,000
principal amount of 14% Senior Notes ("the IWO Notes") due January 15,
2011 and one warrant to purchase 12.50025 shares of IWO's class C common
stock at an exercise price of $7.00 per share. As a result of the
acquisition, this warrant was converted to a US Unwired warrant to
purchase 12.96401 shares of the Company's common stock at $6.75 per
share. Interest is payable semi-annually on January 15 and July 15 of
each year. Independent Wireless One Corporation, a wholly owned
subsidiary of IWO, is the sole guarantor of the IWO Notes. All of IWO's
9
restricted subsidiaries formed or acquired after the issuance of the IWO
Notes that guarantee IWO's senior bank credit facility will also be
required to guarantee the IWO Notes. The IWO Notes are not guaranteed by
Independent Wireless One Realty Corporation, a wholly owned subsidiary of
the Company or its subsidiaries - LA Unwired and Unwired Telecom.
A portion of the original proceeds of the IWO Notes were used to purchase
a portfolio of U.S. government securities which will generate sufficient
proceeds to make the first six scheduled interest payments on the IWO
Notes through January 2004. The account holding the investment securities
and all of the securities and other items contained in the account have
been pledged to the trustee for the benefit of the holders of the IWO
Notes.
US Unwired Senior Bank Credit Facility - $170 million
The $170 million senior bank credit facility consists of a $77.3 million
reducing revolving credit facility and $90 million in term loans. The
reducing revolver is permanently reduced in quarterly installments
beginning June 2002 with the first installment of $1.3 million. The
senior bank credit facility matures in 2008. Effective June 6, 2002, the
Company amended its $170 million senior bank credit facility to allow for
letters of credit. Any letters of credit issued by the Company reduce the
amount available under the reducing revolving credit facility. The term
loans will be repaid in quarterly installments beginning in June 2003.
All loans under the senior bank credit facility bear interest at variable
rates tied to the federal funds rate or LIBOR. The credit facility is
secured by all of the assets of the Company and its subsidiaries (other
than property owned by IWO which the Company acquired on April 1, 2002).
At September 30, 2002, the Company had $76.9 million available under this
facility. The proceeds from the US Unwired senior bank credit facility
are available for use only by US Unwired and its subsidiaries other than
IWO.
The Company must comply with certain financial and operating covenants
for subordinated discount notes and the senior credit facilities, and at
September 30, 2002, the Company was in compliance with these restrictive
covenants.
IWO Senior Bank Credit Facility - $240 million
Effective December 2000, Independent Wireless One Corporation, a wholly
owned subsidiary IWO, entered into an amended and restated a secured
credit facility ("the IWO Credit Facility") under which it may borrow up
to $240 million in the aggregate consisting of up to $70 million in
revolving loans and $170 million in term loans. The IWO Credit Facility
matures in 2008. The term loans will be repaid in quarterly installments
beginning in March 2004 and the reducing revolver matures in March 2008.
All loans under the IWO Credit Facility bear interest at variable rates
tied to the prime rate, the federal funds rate or LIBOR. The IWO Credit
Facility is secured by all of the assets of IWO and its subsidiaries. At
September 30, 2002, the Company had $38.4 million available under the IWO
Credit Facility. The IWO credit facility is available only to IWO and its
subsidiaries.
The Company must comply with certain financial and operating covenants
for subordinated discount notes and the senior credit facilities, and at
September 30, 2002, the Company was in compliance with these restrictive
covenants.
6. Goodwill and Other Intangible Assets - Adoption of Statement 142
In June 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 141, Business Combinations, and No.
142, Goodwill and Other Intangible Assets, effective for years beginning
after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but
will be subject to annual impairment tests in accordance with the
Statement. Other intangible assets will continue to be amortized over
their estimated useful lives.
10
The Company adopted these new rules on accounting for goodwill and other
intangible assets on January 1, 2002. During the second quarter of 2002,
the Company completed the first of the required impairment tests of
goodwill and indefinite lived assets as of January 1, 2002 and determined
that the adoption of this provision of the new rules had no impact on the
Company's financial statements. The Company intends to perform the first
of the required annual impairment tests of goodwill and indefinite lived
assets in the fourth quarter of 2002.
The following information provides net loss and net loss per share
information for the three and nine-month periods ended September 30, 2001
adjusted to exclude amortization expense recognized in these periods
related to goodwill.
Three months ended Nine months ended
September 30, 2001 September 30, 2001
------------------ ------------------
(In thousands)
Reported net loss $(21,645) $(72,045)
Add back: Goodwill amortization 1,108 2,713
-------- --------
Adjusted net loss $(20,537) $(69,332)
======== ========
Basis and diluted loss per share:
Three months ended Nine months ended
September 30, 2001 September 30, 2001
------------------ ------------------
Reported net loss $(.26) $(.87)
Add back: Goodwill amortization .01 .03
-------- --------
Adjusted net loss $(.25) $(.84)
======== ========
7. Change in Accounting Estimate
Effective July 1, 2001, the Company revised its estimated lives for
certain depreciable assets. The estimated lives of network switch
equipment was increased from five to seven years, cell site towers from
five to 10 years and related cell site equipment from five to seven
years. The Company revised these estimates after considering the impact
of certain upgrades to its network that management believes extends the
useful lives of these assets. This change resulted in a reduction of
depreciation expense of approximately $12.5 million for the nine-month
period ended September 30, 2002 as compared to the nine-month period
ended September 30, 2001.
8. Commitments and Contingencies
The Company's PCS licenses and the PCS licenses that the Company operates
for Sprint PCS are subject to a requirement that the Company construct
network facilities that offer coverage to 25% of the population or have
substantial service in each of its Basic Trading Areas ("BTAs") within
five years from the grant of the licenses. As of September 30, 2002,
management believes that Sprint PCS has met the requirements necessary
for the licenses that the Company operates for Sprint PCS under the
Sprint PCS management agreements and that the Company has met the
requirements necessary for the licenses that it owns.
The Company uses Sprint PCS to process all PCS subscriber billings
including monthly recurring charges, airtime and other charges such as
interconnect fees. The Company pays various fees to Sprint PCS for new
subscribers as well as recurring monthly fees for services performed for
existing customers including billing and management of customer accounts.
Sprint's billing for these services is based upon an estimate of the
actual costs incurred by Sprint PCS to provide such services. At the end
of each calendar year, Sprint PCS compares its actual costs to provide
such services to remittances by the Company for estimated billings and
either refunds overpayments or bills for costs in excess of the payments
made. Based upon information as provided by Sprint PCS, the Company
believes it has adequately provided for the above-mentioned costs in the
accompanying consolidated financial
11
statements. Additionally, Sprint PCS has contracted with national
retailers that sell handsets and service to new PCS subscribers in the
Company's markets. Sprint PCS pays these national retailers a new
subscriber commission and provides handsets to such retailers below cost.
Sprint PCS passes these costs of commissions and the handset subsidies to
the Company.
The Company periodically reviews all charges from Sprint PCS and from
time to time, the Company may dispute certain of these charges. Based
upon the information provided to the Company by Sprint PCS to date, the
Company believes the accompanying condensed consolidated balance sheet
adequately reflects its obligation to Sprint PCS for these charges.
On July 3, 2002, the FCC issued an order, involving Sprint PCS, that PCS
wireless carriers could not unilaterally impose terminating long distance
access charges pursuant to FCC commission rules. This FCC order did not
preclude such charges when a contractual basis existed for such. The
Company has previously recognized only a portion of the terminating long
distance access revenues billed by Sprint PCS and passed to the Company.
The Company believes the accompanying consolidated financial statements
adequately provides for any amounts that may ultimately be determined to
be not collectible in connection with this matter.
9. Income Taxes
The Company's effective income tax rate for the interim periods presented
is based on management's estimate of the Company's effective tax rate for
the applicable year and differs from the federal statutory income tax
rate primarily due to nondeductible permanent differences, state income
taxes and changes in the valuation allowance for deferred tax assets.
During the three-month period ended September 30, 2002, the Company
completed its evaluation of a 2002 change in the U. S. tax law that
provides for more liberalized tax loss carry back rules. As a result, the
Company recorded a $781,000 tax benefit for an alternative minimum tax
refund.
10. Condensed Consolidating Financial Information
As discussed in Note 5, the US Unwired Notes are guaranteed by certain of
the Company's subsidiaries. The following information presents the
condensed consolidating balance sheets as of September 30, 2002 and
December 31, 2001 and the condensed consolidating statements of
operations and cash flows for the three and nine-month periods ended
September 30, 2002 and September 30, 2001 of (a) the "Parent" Company, US
Unwired Inc., (b) the "Guarantors", Unwired Telecom Corporation and
Louisiana Unwired, and (c) the "Non-Guarantor", IWO Holding Inc. and
includes eliminating entries and the Company on a consolidated basis.
The separate consolidated financial statements of IWO, including
disclosure of condensed consolidating financial information for IWO, are
included in a separate Form 10-Q filing.
12
Condensed Consolidating Balance Sheet
September 30, 2002
------------------
IWO
Unwired Louisiana Holding
US Unwired Telecom Unwired Corporation
Inc. Corporation LLC Total (Non- Consolidating
(Parent) (Guarantor) (Guarantor) Guarantors Guarantors Entries Consolidated
------- ---------- ---------- ---------- ------- ------------
(In thousands)
ASSETS:
- ------
Current Assets
- --------------
Cash and cash equivalents $ 29,320 $ 2,476 $ 3,147 $ 5,623 $ 3,695 $ -- $ 38,638
Investment securities at amortized
cost held to maturity -- -- -- -- 33,995 -- 33,995
Restricted cash 1,132 -- -- -- 22,957 -- 24,089
Subscriber receivables, net -- 1,647 30,995 32,642 10,517 -- 43,159
Other receivables 839 -- 511 511 783 -- 2,133
Inventory -- 141 4,273 4,414 3,612 -- 8,026
Prepaid expenses and other assets 978 76 10,444 10,520 3,192 -- 14,690
Receivables from (payables to)
related parties 621 (298) 1,042 744 (555) 46 856
Receivables from officers 149 -- -- -- -- -- 149
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total current assets 33,039 4,042 50,412 54,454 78,196 46 165,735
Property and equipment, net 12,525 9,548 277,800 287,348 184,659 -- 484,532
Restricted cash -- -- -- -- 18,028 -- 18,028
Goodwill and other intangible
assets, net -- -- 77,488 77,488 491,426 (24,345) 544,569
Notes receivable from
unconsolidated affiliates 178,765 26,159 -- 26,159 174 (203,307) 1,791
Other assets 11,814 95 11,939 12,034 22,283 -- 46,131
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total assets $ 236,143 $ 39,844 $ 417,639 $ 457,483 $ 794,766 $ (227,606) $ 1,260,786
=========== =========== =========== =========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 1,082 $ 1,078 $ 16,094 $ 17,172 $ 10,409 $ -- $ 28,663
Accrued expenses 5,017 887 33,478 34,365 30,988 -- 70,370
Current maturities of long term
obligations 27,449 58 179,203 179,261 -- (203,132) 3,578
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total current liabilities 33,548 2,023 228,775 230,798 41,397 (203,132) 102,611
Long term obligations, net of
current maturities 396,128 326 6,937 7,263 336,694 -- 740,085
Deferred tax liability -- -- -- -- 19,841 (19,841) --
Deferred gain -- 93 34,658 34,751 -- -- 34,751
Investments in and advance to
unconsolidated affiliates (531,268) 3,549 (396,641) (393,092) -- 928,309 3,949
-----------
Stockholders' equity:
Common stock 1,288 600 -- 600 1 (601) 1,288
Additional paid in capital 658,240 1,347 809,069 810,416 446,449 (1,258,586) 656,519
Retained deficit (321,793) 31,906 (265,159) (233,253) (49,616) 326,419 (278,243)
Promissory note -- -- -- -- -- (174) (174)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total stockholder's equity 337,735 33,853 543,910 577,763 396,834 (932,942) 379,390
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total liabilities and stockholders'
equity $ 236,143 $ 39,844 $ 417,639 $ 457,483 $ 794,766 $ (227,606) $ 1,260,786
=========== =========== =========== =========== =========== =========== ===========
13
Condensed Consolidating Balance Sheet
December 31, 2001
-----------------
Unwired Louisiana
US Unwired Telecom Unwired
Inc. Corporation LLC Total Consolidating
(Parent) (Guarantor) (Guarantor) Guarantors Entries Consolidated
-------- ----------- ----------- ---------- ------- ------------
(In thousands)
ASSETS:
- ------
Current Assets
- --------------
Cash and cash equivalents $ 79,184 $ 4,419 $ 16,986 $ 21,405 $ -- $ 100,589
Subscriber receivables, net -- 4,809 25,202 30,011 -- 30,011
Other receivables 203 88 9,751 9,839 -- 10,042
Inventory -- 630 7,061 7,691 -- 7,691
Prepaid expenses and other assets 608 74 8,691 8,765 -- 9,373
Receivables from (payables to) related parties 5,039 5,404 (9,359) (3,955) (379) 705
Receivables from officers 138 -- -- -- -- 138
--------- --------- --------- --------- --------- ---------
Total current assets 85,172 15,424 58,332 73,756 (379) 158,549
Property and equipment, net 13,603 10,188 231,970 242,158 -- 255,761
Goodwill and other intangible assets, net 27,060 -- 5,780 5,780 -- 32,840
Notes receivable from unconsolidated affiliates 127,830 7,735 -- 7,735 (133,830) 1,735
Other assets 12,169 57 13,423 13,480 -- 25,649
--------- --------- --------- --------- --------- ---------
Total assets $ 265,834 $ 33,404 $ 309,505 $ 342,909 $(134,209) $ 474,534
========= ========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 1,339 $ 1,569 $ 23,694 $ 25,263 -- $ 26,602
Accrued expenses 2,175 810 24,171 24,981 -- 27,156
Current maturities of long term obligations 6,215 56 128,252 128,308 (133,830) 693
--------- --------- --------- --------- --------- ---------
Total current liabilities 9,729 2,435 176,117 178,552 (133,830) 54,451
Long term obligations, net of current maturities 331,036 370 7,269 7,639 -- 338,675
Deferred gain -- 43 38,173 38,216 -- 38,216
Investments in and advance to unconsolidated affiliates (76,318) 3,153 -- 3,153 76,719 3,554
---------
Stockholders' equity:
Common stock 844 600 -- 600 (600) 844
Additional paid in capital 187,041 1,347 -- 1,347 (3,261) 185,127
Retained deficit (186,498) 25,456 87,946 113,402 (73,237) (146,333)
--------- --------- --------- --------- --------- ---------
Total stockholder's equity 1,387 27,403 87,946 115,349 (77,098) 39,638
--------- --------- --------- --------- --------- ---------
Total liabilities and stockholders' equity $ 265,834 $ 33,404 $ 309,505 $ 342,909 $(134,209) $ 474,534
========= ========= ========= ========= ========= =========
14
Condensed Consolidating Statement of Operations
Three-month period ended September 30, 2002
-------------------------------------------
IWO
Unwired Louisiana Holding
US Unwired Telecom Unwired Total Corp
Inc. Corporation LLC Guarantors (Non- Consolidating
(Parent) (Guarantor) (Guarantor) ---------- Guarantor Entries Consolidated
-------- ---------- ----------- --------- ------- ------------
(In thousands)
Revenues:
Subscriber $ --- $ 3,093 $ 58,696 $ 61,789 $ 28,970 $ --- $ 90,759
Roaming --- 1,873 39,332 41,205 11,806 --- 53,011
Merchandise sales --- 169 2,392 2,561 1,881 --- 4,442
Other revenue 8,556 119 371 490 11 (8,451) 606
--------- ---------- --------- --------- --------- -------- ---------
Total revenues 8,556 5,254 100,791 106,045 42,668 (8,451) 148,818
Expenses:
Cost of service --- 1,214 48,123 49,337 18,325 (92) 67,570
Merchandise cost sales --- 301 6,915 7,216 2,741 --- 9,957
General and administrative 8,556 1,176 27,635 28,811 14,347 (8,359) 43,355
Sales and marketing --- 1,009 15,569 16,578 11,421 --- 27,999
Non-cash stock compensation 1,268 81 51 132 --- --- 1,400
Depreciation and amortization 801 559 16,045 16,604 15,326 --- 32,731
--------- ---------- --------- --------- --------- -------- ---------
Total operating expense 10,625 4,340 114,338 118,678 62,160 (8,451) 183,012
--------- ---------- --------- --------- --------- -------- ---------
Operating income (loss) (2,069) 914 (13,547) (12,633) (19,492) --- (34,194)
Other income (expense)
Interest income (expense), net (9,615) 275 (2,286) (2,011) (8,889) --- (20,515)
Gain on sale of assets 8 --- 2 2 --- --- 10
--------- ---------- --------- --------- --------- -------- ---------
Total other income (expense) (9,607) 275 (2,284) (2,009) (8,889) --- (20,505)
Equity in income (losses) of
unconsolidated subsidiaries (42,764) 47 (26,499) (26,452) --- 69,331 115
--------- ---------- --------- ---------- --------- -------- ---------
Income (loss) before income tax benefit (54,440) 1,236 (42,330) (41,094) (28,381) 69,331 (54,584)
Income tax benefit 781 --- --- --- 1,882 (1,882) 781
--------- ---------- --------- --------- --------- -------- ---------
Net income (loss) $ (53,659) $ 1,236 $ (42,330) $ (41,094) $ (26,499) $ 67,449 $ (53,803)
========= ========== ========= ========= ========= ======== =========
Condensed Consolidating Statement of Operations
Three-month period ended September 30,2001
------------------------------------------
Unwired Louisiana
US Unwired Telecom Unwired
Inc. Corporation LLC Total Consolidating
(Parent) (Guarantor) (Guarantor) Guarantors Entries Consolidated
-------- ----------- ----------- ---------- ------- ------------
(In thousands)
Revenues:
Subscriber $ --- $ 3,962 $ 35,948 $ 39,910 $ --- $ 39,910
Roaming --- 3,157 22,859 26,016 --- 26,016
Merchandise sales --- 117 4,205 4,322 --- 4,322
Other revenue 6,607 129 264 393 (5,890) 1,110
--------- -------- --------- ---------- -------- ---------
Total revenues 6,607 7,365 63,276 70,641 (5,890) 71,358
Expenses:
Cost of service --- 2,015 28,353 30,368 (95) 30,273
Merchandise cost of sales --- 460 6,620 7,080 --- 7,080
General and administrative 6,607 1,750 11,627 13,377 (5,795) 14,189
Sales and marketing --- 800 17,574 18,374 --- 18,374
Non-cash stock compensation --- --- (12) (12) 1,101 1,089
Depreciation and amortization 2,455 647 9,216 9,863 --- 12,318
--------- -------- --------- ---------- -------- ---------
Total operating expense 9,062 5,672 73,378 79,050 (4,789) 83,323
--------- -------- --------- ---------- -------- ---------
Operating loss (2,455) 1,693 (10,102) (8,409) (1,101) (11,965)
Other income (expense)
Interest income (expense), net (7,940) 28 (1,710) (1,682) 1,101 (8,521)
Gain on sale of assets 400 (1) 2 1 --- 401
--------- -------- --------- ---------- -------- ---------
Total other (income) expense (7,540) 27 (1,708) (1,681) 1,101 (8,120)
Equity in income (losses) of
unconsolidated subsidiaries (12,111) (151) --- (151) 10,702 (1,560)
--------- -------- --- ---------- -------- ---------
Net income (loss) $ (22,106) $ 1,569 $ (11,810) $ (10,241) $ 10,702 $ (21,645)
========= ======== ========= ========== ======== ==========
15
Condensed Consolidating Statement of Operations
Nine-month period ended September 30, 2002
------------------------------------------
Unwired Louisiana IWO
US Unwired Telecom Unwired Holding
Inc. Corporation LLC Total Corp (Non- Consolidating
(Parent) (Guarantor) (Guarantor) Guarantors Guarantor) Entries Consolidated
---------- ---------- ---------- ---------- ---------- ------- ------------
(In thousands)
Revenues:
Subscriber $ --- $ 9,926 $ 169,104 $ 179,030 $ 57,397 $ --- $ 236,427
Roaming --- 7,744 104,697 112,441 20,914 --- 133,355
Merchandise sales --- 459 9,097 9,556 3,915 --- 13,471
Other revenue 22,208 364 1,159 1,523 18 (21,702) 2,047
---------- ---------- ---------- ---------- ---------- ------------- ------------
Total revenues 22,208 18,493 284,057 302,550 82,244 (21,702) 385,300
Expenses:
Cost of service --- 3,876 131,647 135,523 37,162 (279) 172,406
Merchandise cost of sales --- 1,057 21,758 22,815 5,449 --- 28,264
General and administrative 22,208 3,106 77,217 80,323 26,313 (21,423) 107,421
Sales and marketing --- 3,034 54,831 57,865 20,059 --- 77,924
Non-cash stock compensation 3,405 243 154 397 --- --- 3,802
Depreciation and amortization 3,933 1,668 42,934 44,602 30,031 --- 78,566
---------- ---------- ---------- ---------- ---------- ------------- ------------
Total operating expense 29,546 12,984 328,541 341,525 119,014 (21,702) 468,383
---------- ---------- ---------- ---------- ---------- ------------- ------------
Operating loss (7,338) 5,509 (44,484) (38,975) (36,770) --- (83,083)
Other income (expense)
Interest income (expense), net (27,383) 586 (6,254) (5,668) (17,350) --- (50,401)
Gain on sale of assets 8 --- 5 5 --- --- 13
---------- ---------- ---------- ---------- ---------- ------------- ------------
Total other (income) expense (27,375) 586 (6,249) (5,663) (17,350) --- (50,388)
Equity in income (losses) of
unconsolidated subsidiaries (101,363) 355 (49,616) (49,261) --- 151,404 780
---------- ---------- ---------- ---------- ---------- ------------- ------------
Income (loss) before income tax benefit (136,076) 6,450 (100,349) (93,899) (54,120) 151,404 (132,691)
Income tax benefit 781 --- --- --- 4,504 (4,504) 781
---------- ---------- ---------- ---------- ---------- ------------- ------------
Net income (loss) $ (135,295) $ 6,450 $ (100,349) $ (93,899) $ (49,616) $ 146,900 $ (131,910)
========== ========== ========== ========== ========== ============= ============
Condensed Consolidating Statement of Operations
Nine-month period ended September 30, 2001
------------------------------------------
Unwired Louisiana
US Unwired Telecom Unwired
Inc. Corporation LLC Total Consolidating
(Parent) (Guarantor) (Guarantor) Guarantors Entries Consolidated
-------- ----------- ----------- ---------- ------- ------------
(In thousands)
Revenues:
Subscriber $ --- $ 13,496 $ 87,166 $ 100,662 $ --- $ 100,662
Roaming --- 8,085 52,878 60,963 --- 60,963
Merchandise sales --- 386 11,959 12,345 --- 12,345
Other revenue 22,761 381 744 1,125 (19,924) 3,962
---------- ----------- ----------- ---------- ------------- ------------
Total revenues 22,761 22,348 152,747 175,095 (19,924) 177,932
Expenses:
Cost of service --- 5,656 71,948 77,604 (284) 77,320
Merchandise cost of sales --- 1,333 21,621 22,954 --- 22,954
General and administrative 22,761 5,055 29,555 34,610 (19,641) 37,730
Sales and marketing --- 2,741 46,097 48,838 --- 48,838
Non-cash stock compensation --- --- 166 166 3,555 3,721
Depreciation and amortization 6,182 2,625 33,532 36,157 --- 42,339
---------- ----------- ----------- ---------- ------------- ------------
Total operating expense 28,943 17,410 202,919 220,329 (16,370) 232,902
---------- ----------- ----------- ---------- ------------- ------------
Operating loss (6,182) 4,938 (50,172) (45,234) (3,554) (54,970)
Other income (expense)
Interest income (expense), net (22,316) 9 (4,513) (4,504) 3,555 (23,265)
Gain on sale of assets 400 (1) 8,221 8,220 --- 8,620
---------- ----------- ----------- ---------- ------------- ------------
Total other (income) expense (21,916) 8 3,708 3,716 3,555 (14,645)
Equity in income (losses) of
unconsolidated subsidiaries (46,606) 312 --- 312 43,864 (2,430)
---------- ----------- ----------- ---------- ------------- ------------
Net income (loss) $ (74,704) $ 5,258 $ (46,464) $ (41,206) $ 43,865 $ (72,045)
========== =========== =========== ========== ============= ============
16
Condensed Consolidating Statement of Cash Flows
Nine-month period ended September 30, 2002
------------------------------------------
IWO
US Unwired Louisiana Holding
Unwired Telecom Unwired Corp
Inc. Corporation LLC Total (Non- Consolidating Consolidated
(Parent) (Guarantor) (Guarantor) Guarantors Guarantor) Entries ------------
-------- ---------- ----------- ---------- ---------- -------
(In thousands)
Cash flows from operating activities:
- -------------------------------------
Net cash provided by (used in) operating
activities $ 6,954 $ 16,764 $ (21,510) $ (4,746) $(30,536) $ 2,564 $ (25,764)
Cash flows from investing activities:
- -------------------------------------
Payments for the purchase of equipment (1,853) (1,047) (55,004) (56,051) (40,737) --- (98,641)
Acquisition of business, net of cash
acquired (61,990) --- 3,137 3,137 --- (2,564) (61,417)
Proceeds from maturities of investments --- --- --- --- 33,167 --- 33,167
Proceeds from the sale of assets 303 --- 10,016 10,016 --- --- 10,319
Proceeds from restricted cash --- --- --- --- 10,682 --- 10,682
Investments in unconsolidated affiliates --- 750 --- 750 --- --- 750
Disbursement of intercompany note (50,935) (18,368) --- (18,368) --- 69,303 ---
-------- -------- --------- -------- -------- -------- ---------
Net cash provided by (used in) investing
activities (114,475) (18,665) (41,851) (60,516) 3,112 66,739 (105,140)
Cash flows from financing activities:
- -------------------------------------
Proceeds from long-term debt 58,368 --- 78,701 78,701 30,000 (97,069) 70,000
Proceeds from stock options exercised 212 --- --- --- --- --- 212
Proceeds from promissory notes --- --- --- --- 20 --- 20
Principal payments of long-term debt (161) (41) (28,081) (28,122) --- 27,766 (517)
Debt issuance costs (762) --- --- --- --- --- (762)
-------- -------- --------- -------- -------- -------- ---------
Net cash provided by (used in) activities 57,657 (41) 50,620 50,579 30,020 (69,303) 68,953
-------- -------- --------- -------- -------- -------- ---------
Net increase (decrease) in cash and cash
equivalents (49,864) (1,942) (12,741) (14,683) 2,596 --- (61,951)
Cash and cash equivalents at beginning of
period 79,184 4,418 15,888 20,306 1,099 --- 100,589
-------- -------- --------- -------- -------- -------- ---------
Cash and cash equivalents at end of period $ 29,320 $ 2,476 $ 3,147 $ 5,623 $ 3,695 $ --- $ 38,638
======== ======== ========= ======== ======== ======== =========
Condensed Consolidating Statement of Cash Flows
Nine-month period ended September 30, 2001
------------------------------------------
US Unwired Louisiana
Unwired Telecom Unwired
Inc. Corporation LLC Total Consolidating Consolidated
(Parent) (Guarantor) (Guarantor) Guarantors Entries ------------
-------- ----------- ----------- ---------- -------
(In thousands)
Cash flows from operating activities:
- -------------------------------------
Net cash provided by (used in) operating
activities $ 11,206 $ (1,803) $ (29,950) $(31,753) $ --- $ (20,547)
Cash flows from investing activities:
- -------------------------------------
Payments for the purchase of equipment (5,656) (3,127) (72,202) (75,329) --- (80,985)
Proceeds from the sale of assets 791 --- 44,133 44,133 --- 44,924
Sale of marketable securities 137,382 --- 39,323 39,323 --- 176,705
Purchase of marketable securities (12,544) --- --- --- --- (12,544)
Proceeds from restricted cash --- 5,753 --- 5,753 --- 5,753
Investments in unconsolidated affiliates --- (527) --- (527) --- (527)
Disbursement of intercompany note (58,528) --- --- --- 58,528 ---
-------- -------- --------- -------- -------- ---------
Net cash provided by (used in) investing
activities 61,445 2,099 11,254 13,353 58,528 133,326
Cash flows from financing activities:
- -------------------------------------
Proceeds from long-term debt 1,840 --- 108,527 108,527 (108,545) 1,822
Proceeds from stock options exercised 1,392 --- --- --- --- 1,392
Principal payments of long-term debt (94) (38) (51,385) (51,423) 50,017 (1,500)
Debt issuance costs (149) --- --- --- --- (149)
-------- -------- --------- -------- -------- ---------
Net cash provided by (used in) activities 2,989 (38) 57,142 57,104 (58,528) 1,565
-------- -------- --------- -------- -------- ---------
Net increase (decrease) in cash and cash
equivalents 75,640 258 38,446 38,704 --- 114,344
Cash and cash equivalents at beginning of
period 3,642 7,073 4,421 11,494 --- 15,136
-------- -------- --------- -------- -------- ---------
Cash and cash equivalents at end of period $ 79,282 $ 7,331 $ 42,867 $ 50,198 $ --- $ 129,480
======== ======== ========= ======== ======== =========
17
11. Subsequent Events
Under the Company's agreements with Sprint PCS, Sprint PCS can change the
current fee ("Travel Rate") that the Company receives and pays for each Sprint
PCS travel minute after December 31, 2002. The Company has received notice from
Sprint PCS that the reciprocal Travel Rate will change for Louisiana Unwired
from $0.20 per minute in 2002 to $0.058 per minute in 2003 and for IWO, Texas
Unwired and Georgia PCS from $0.10 per minute in 2002 to $0.058 per minute in
2003. Currently the fees that the Company receives from Sprint PCS for Sprint
PCS's customers using the Company's networks exceed those that the Company pays
to Sprint PCS for the Company's customers using Sprint PCS's network. The change
in Travel Rate will likely decrease the Company's revenues, expenses and the
Company's net travel position, which is the difference between travel revenue
and travel expense, increase the Company's net loss and decrease cash flow from
operations.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This report contains forward-looking statements, which are statements about
future business strategy, operations and capabilities, construction plans,
construction schedules, financial projections, plans and objectives of
management, expected actions of third parties and other matters. Forward-looking
statements often include words like believes, belief, expects, plans,
anticipates, intends, projects, estimates, may, might, would or similar words.
Forward-looking statements speak only as of the date of this report. They
involve known and unknown risks, uncertainties and other factors that may cause
actual results to be materially different. In addition to the investment
considerations described elsewhere, specific factors that might cause such a
difference include, but are not limited to (i) our ability to integrate
operations and finance future growth opportunities; (ii) our dependence on
Sprint PCS; (iii) our ability to expand our Sprint PCS network or to upgrade the
Sprint PCS network to accommodate new technologies; (iv) limited operating
history in the PCS market and anticipation of future losses; (v) potential
fluctuations in operating results; (vi) changes or advances in technology; (vii)
changes in law or government regulation; (viii) competition in the industry and
markets in which we operate; (ix) future acquisitions; (x) our ability to
attract and retain skilled personnel; (xi) our dependence on contractor and
consultant services, network implementation and information technology support;
(xii) our potential inability to expand the services and related products we
provide in the event of substantial increases in demand in excess of supply for
network and handset equipment and related services and products; (xiii) the
availability at acceptable terms of sufficient funds to pay for our business
plans; (xiv) changes in labor, equipment and capital costs; (xv) any inability
to comply with the indentures that govern our senior notes or credit agreements;
(xvi) changes in management; and (xvii) general economic and business
conditions.
You should not rely too heavily on any forward-looking statement. We cannot
assure you that our forward-looking statements will prove to be correct. We have
no obligation to update or revise publicly any forward-looking statement based
on new information, future events or otherwise. This discussion should be read
in conjunction with our financial statements included in this report and with
the Risk Factors included in this report under Item 5 Other Information, and
with the financial statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations that are included in the Form 10-K
for US Unwired Inc. for the year ended December 31, 2001, filed on March 5, 2002
with the Securities and Exchange Commission ("SEC") and with the financial
statements and Management's Discussion and Analysis of Financial Condition and
Results of Operations in the Form 10-K for IWO Holdings, Inc. for the year ended
December 31, 2001, filed on March 26, 2002 with the SEC.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations
is based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to bad debts,
activation fee revenues and related expense, revenue recognition of
18
credit challenged customers, contract cancellation fees, inventory reserves,
intangible assets and contingencies. We base our estimates on historical
experience and various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may vary from these
estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our significant
judgments and estimates used in the preparation of our consolidated financial
statements.
We maintain allowances for doubtful accounts for estimated losses resulting from
the inability of customers to make payments. If the financial conditions of our
customers deteriorate, resulting in the customers' inability to make payments,
additional allowances will be required.
We provide additional allowances for economically challenged customers that have
been granted limited credit and recognize the revenue only after the customer
has made an initial payment. If these credit challenged customers fail to make
payments after making an initial payment, additional allowances may be required.
We recognize only a portion of contract cancellation fees billed to customers
that disconnect service prior to fulfilling the contractual length of service,
as there is no assurance that all contract cancellation fees that are billed
will be collected. If the collections on contract cancellation fees are less
than that recognized, additional allowances may be required.
We recognize only a portion of late fees billed to customers that fail to pay
their bills within the required payment period, as there is no assurance that
all late fees that are billed will be collected. If the collections on late fees
are less than that recognized, additional allowances may be required.
We defer revenues collected for activation fees over the estimated life of the
subscriber relationship, which we believe to be 15-24 months, based upon our
historical trends of average customer lives and discussions with Sprint PCS. We
also defer an activation expense in an amount equal to the activation fee
revenue and amortize this expense in an amount equal to the activation fee
revenue over the life of the subscriber relationship. If the estimated life of
the subscriber relationship increases or decreases, the amounts of deferred
revenue and deferred expense will be adjusted over the revised estimated life of
the subscriber relationship.
We write down our inventory for estimated obsolescence or unmarketable inventory
equal to the difference between the cost of inventory and the estimated market
value based upon assumptions about future demand and market conditions. If
actual market conditions are less favorable than those projected by management,
additional inventory write-downs may be necessary.
We accrue commissions and other costs related to national retailers based upon
their sales to new subscribers. The national retailers receive both commission
and, because the handset is typically sold below cost, a reimbursement for the
difference between the sales price and the cost. Depending on the level of sales
and other factors, our estimates of the amounts accrued for commissions and
other costs owed to such retailers may require modification of our previous
estimates.
We rely on Sprint PCS for much of our billing information and based upon the
timing of that information, make certain assumptions that the information is
accurate and that it is consistent with historical trends.
While we believe our basis for making such assumptions are reasonable, actual
results may vary from these estimates.
Overview
Through our subsidiaries, Louisiana Unwired, LLC ("LA Unwired") and IWO Holdings
Inc. ("IWO), we provide wireless personal communication services, commonly
referred to as PCS in all or some portion of
19
Louisiana, Texas, Florida, Arkansas, Mississippi, Georgia, Alabama, New York,
New Hampshire, Vermont and portions of Massachusetts and Pennsylvania. We are a
network partner of Sprint PCS, the personal communications services group of
Sprint Corporation. Sprint PCS, directly and through affiliates like us,
provides wireless services in more than 4,000 cities and communities across the
country. We have the exclusive right to provide digital PCS services under the
Sprint(R) and Sprint PCS(R) brand names in our service area which is among the
largest in population and subscribers of all of the Sprint PCS network partners
and is contiguous with Sprint PCS's launched markets.
On April 1, 2002, we acquired 100% of the ownership interest in IWO for
approximately $447.8 million in Company stock. IWO's service area consists of a
total population of approximately 6.3 million residents. The Company has
incurred approximately $7.0 million in closing costs associated with the
acquisition. The acquisition has been accounted for using the purchase method of
accounting. The aggregate purchase price has been allocated to the assets
acquired and liabilities assumed based the Company's initial estimate of their
fair values. The excess of the purchase price over the fair value of the net
identifiable assets has been allocated to goodwill. The Company's operating
results include the operating results of IWO from date of acquisition, April 1,
2002.
Results of Operations
The wireless telecommunications industry uses terms such as subscriber
additions, average revenue per user, churn and cost per gross addition as
performance measurements or metrics. None of these terms are measures of
financial performance under accounting principles generally accepted in the
United States. When we use these terms, they may not be comparable to similar
terms used by other wireless telecommunications companies.
Three-Month Period Ended September 30, 2002 Compared to the Three-Month Period
Ended September 30, 2001
Subscriber Additions
As of September 30, 2002, we provided personal communication services to 541,300
customers as compared to 236,000 customers at September 30, 2001, an increase of
305,300 subscribers. The number of new subscribers includes 169,200 subscribers
that joined us on April 1, 2002 as a result of our acquisition of IWO and 41,100
new subscribers that joined us on March 8, 2002 as a result of our acquisition
of Georgia PCS. In addition, during the three-month period ended September 30,
2002, we added an additional 2,200 subscribers in all markets. We do not include
in our customer base an estimate of customers who we anticipate will never make
their initial payment.
Inclusive of IWO and Georgia PCS, we provided network coverage in an area
comprising approximately 12.6 million residents out of approximately 17.6
million total residents or 72% of the people in our service area. The number of
people in our service area does not represent the number of Sprint PCS
subscribers that we expect to have in our service area.
We also provide cellular and paging services in parts of Louisiana through our
wholly owned subsidiary, Unwired Telecom Corporation ("Unwired Telecom"). As of
September 30, 2002, we had approximately 27,400 cellular and 9,700 paging
subscribers as compared to 37,100 cellular and 15,100 paging subscribers at
September 30, 2001. We expect our cellular and paging services to continue to
decline.
Subscriber and Roaming Revenue
Subscriber revenue consists primarily of a basic service plan (where the
customer purchases a pre-allotted number of minutes for voice and/or data
transmission); airtime (which consists of billings for minutes that either
exceed or are not covered by the basic service plan); long distance; and charges
associated with travel outside our service area. We do not include subscriber
revenue for an estimate of customers who we anticipate will never make their
initial payment.
20
Roaming revenue consists primarily of Sprint PCS travel revenue and foreign
roaming revenue. Sprint PCS travel revenue is generated on a per minute basis
when a Sprint PCS subscriber outside of our markets uses our service when
traveling through our markets. Foreign roaming revenue is generated when a
non-Sprint PCS customer uses our service when traveling through our markets.
Average Revenue per User
Average revenue per user ("ARPU") is the average monthly service revenue per
user (subscriber) and is calculated by dividing total subscriber revenue for the
period by the average number of subscribers during the period adjusted for an
estimate of customers who we anticipate will never make an initial payment. ARPU
not including roaming was $54.30 per month for the three-month period ended
September 30, 2002 was comparable to the $54.47 per month for the three-month
period ended September 30, 2001.
Churn
Churn is the monthly rate of customer turnover expressed as a percentage of our
overall average customers for the reporting period. Customer turnover includes
both customers that elected voluntarily to not continue using our service and
customers that were involuntarily terminated from using our service because of
non-payment. Churn is calculated by dividing the sum of (i) the number of
customers that discontinue service; (ii) less those customers discontinuing
their service within a 30-day period of their original activation date; and,
(iii) adding back those customers that reactivate their service, by our overall
average customers for the reporting period. We exclude from the calculation an
estimate of customers who we anticipate will not make their initial payment.
Churn was 4.7% for the three-month period ended September 30, 2002 as compared
to 1.8% for the three-month period ended September 30, 2001. The increase is due
to adding a higher number of credit challenged subscribers in 2002 that were
involuntarily terminated from using our service because of non-payment. We are
also evaluating the impact of customer fraud on Churn that occurred by customers
entering incorrect bank information into Sprint PCS's electronic payment system
Cost per Gross Addition
Cost per gross addition ("CPGA") summarizes the average cost to acquire all
customers during the reporting period, including those customers who we estimate
will not make an initial payment. CPGA is computed by adding selling and
marketing expenses, cost of equipment and activation costs and reducing the
amount by the revenue from handset and accessory sales. The net amount is
divided by the number of total new subscribers added for the period. CPGA was
$378 for the three-month period ended September 30, 2002 as compared to $340 for
the three-month period ended September 30, 2001. The increase in CPGA was
primarily the result of increases in handset subsidies.
Revenues
Three-month period ended September 30,
2002 2001
---- ----
(In thousands)
Subscriber revenues $ 90,759 $39,910
Roaming revenues 53,011 26,016
Merchandise sales 4,442 4,322
Other revenues 606 1,110
-------- -------
Total revenues $148,818 $71,358
======== =======
Subscriber revenues
Total subscriber revenues were $90.8 million for the three-month period ended
September 30, 2002 as compared to $39.9 million for the three-month period ended
September 30, 2001, representing an increase
21
of $50.9 million and was primarily the result of an increase in subscribers as
discussed in Subscriber Additions above.
Roaming revenues
Roaming revenues were $53.0 million for the three-month period ended September
30, 2002 as compared to $26.0 million for the three-month period ended September
30, 2001, representing an increase of $27.0 million and was primarily the result
of a higher volume of Sprint PCS(R) subscribers traveling through our markets,
the expansion of our network coverage that included the build out of the
remaining markets in the Southern service area and the acquisition of IWO and
Georgia PCS. Our April 1, 2002 acquisition of IWO added $11.8 million of roaming
revenue in the three-month period ended September 30, 2002. We provided service
in 68 PCS markets at September 30, 2002 (including 26 markets added as a result
of the IWO and Georgia PCS acquisitions) as compared to 41 PCS markets at
September 30, 2001 and are continuing to expand our service by upgrading network
equipment and adding cell sites in certain markets that we believe will help us
provide better service.
Merchandise sales
Merchandise sales were $4.4 million for the three-month period ended September
30, 2002 as compared to $4.3 million for the three-month period ended September
30, 2001, representing an increase of $.1 million and related to subscriber
additions. The cost of handsets typically exceeds the amount received from our
subscribers because we subsidize the price of handsets to remain competitive in
the marketplace.
Other revenues
Other revenues were $.6 million for the three-month period ended September 30,
2002 as compared to $1.1 million for the three-month period ended September 30,
2001, representing a decrease of $.5 million and was primarily attributable to a
decrease in management services provided to related companies and a decrease in
access fee revenues.
Operating Expenses
Three-month period ended September 30,
2002 2001
---- ----
(In thousands)
Cost of service $ 67,570 $30,273
Merchandise cost of sales 9,957 7,080
General & administrative 43,355 14,189
Sales & marketing 27,999 18,374
Non-cash stock compensation 1,400 1,089
Depreciation & amortization 32,731 12,318
-------- -------
Total operating expenses $183,012 $83,323
======== =======
Cost of service
Cost of service was $67.6 million for the three-month period ended September 30,
2002 as compared to $30.3 million for the three-month period ended September 30,
2001, representing an increase of $37.3 million, which primarily related to an
increase of $16.0 million in carrier roaming expenses and an increase of $1.9
million in circuit and usage costs as a result of our larger subscriber base and
market coverage. Our April 1, 2002 acquisition of IWO added $18.3 million of
service costs in the three-month period ended September 30, 2002.
22
Merchandise cost of sales
Merchandise cost of sales was $10.0 million for the three-month period ended
September 30, 2002 as compared to $7.1 million for the three-month period ended
September 30, 2001, representing an increase of $2.9 million and primarily
related to our April 1, 2002 acquisition of IWO that added $2.7 million of
merchandise cost of sales. The cost of handsets typically exceeds the amount
received from our subscribers because we subsidize the price of handsets to
remain competitive in the marketplace. This subsidy continues to increase to
remain competitive.
General and administrative expenses
General and administrative expenses were $43.4 million for the three-month
period ended September 30, 2002 as compared to $14.2 million for the three-month
period ended September 30, 2001, representing an increase of $29.2 million that
was primarily related to $5.5 million in increases for billing, customer service
costs and Sprint PCS affiliation fees associated with our subscriber base
increase; $5.6 million in increased bad debts associated primarily with Sprint
PCS rate plans that extended credit to credit challenged subscribers; and, $3.2
million in expenses associated with handset upgrades provided to existing
subscribers in subscriber retention initiatives. We are also evaluating the
impact of customer fraud on bad debt expense that occurred by customers entering
incorrect bank information into Sprint PCS's electronic payment system. Our
April 1, 2002 acquisition of IWO added $14.3 million of general and
administrative expense in the three-month period ended September 30, 2002.
Sales and marketing expenses
Sales and marketing expenses were $28.0 million for the three-month period ended
September 30, 2002 as compared to $18.4 million for the three-month period ended
September 30, 2001, representing an increase of $9.6 million that primarily
related to our April 1, 2002 acquisition of IWO added $11.4 million of selling
and marketing expense in the three-month period ended September 30, 2002 offset
by a decrease advertising expenses.
Non-cash stock compensation
Non-cash compensation was $1.4 million for the three-month period ended
September 30, 2002 as compared to $1.1 million for the three-month period ended
September 30, 2001, representing an increase of $0.3 million which was primarily
related to stock options granted in connection with the IWO acquisition. The
non-cash stock compensation consists of compensation expense related to the
granting of certain stock options for the Company's stock in July 1999 and
January 2000 with exercise prices less than the market value of the Company's
stock at the date of the grant and the impact of the stock options granted in
connection with the IWO acquisition. The non-cash stock compensation expense is
generally being amortized over a four-year period representing the vesting
periods of the options.
Depreciation and amortization expense
Depreciation and amortization expense was $32.7 million for the three-month
period ended September 30, 2002 as compared to $12.3 million for the three-month
period ended September 30, 2001, representing an increase of $20.4 million. Net
property and equipment increased to $484.5 million at September 30, 2002, which
includes $184.7 million from our April 1, 2002 acquisition of IWO, from $216.9
million at September 30, 2001. Our April 1, 2002 acquisition of IWO added $5.2
million of depreciation and $10.1 million of amortization expense related to the
Sprint management agreement and subscriber base in the three-month period ended
September 30, 2002.
Operating loss
The operating loss was $34.2 million for the three-month period ended September
30, 2002 as compared to $12.0 million for the three-month period ended September
30, 2001, representing an increase of $22.2 million that was primarily due to
our April 1, 2002 acquisition of IWO that added $19.5 million of
23
operating losses in the three-month period ended September 30, 2002, offset by
increased revenues associated with our subscriber base and roaming revenue
resulting from the completion of our network build out.
Other Income/(Expense)
Three-month period ended September 30,
2002 2001
---- ----
(In thousands)
Interest expense $(21,295) $(9,835)
Interest income 780 1,314
Gain on sale of assets 10 401
-------- -------
Total other expense $(20,505) $(8,120)
======== =======
Interest expense was $21.3 million for the three-month period ended September
30, 2002 as compared to $9.8 million for the three-month period ended September
30, 2001, representing an increase of $11.5 million. The increase in interest
expense resulted from the increase in outstanding debt. Our outstanding debt,
including current maturities, was $743.7 million at September 30, 2002, which
includes $336.7 million from our April 1, 2002 acquisition of IWO, as compared
to $346.6 million at September 30, 2001.
Interest income was $.8 million for the three-month period ended September 30,
2002 as compared to $1.3 million for the three-month period ended September 30,
2001, representing a decrease of $.5 million. The decrease was primarily due to
less cash and cash equivalents available for investment.
Gain on sale of assets was $10,000 for the three-month period ended September 30
2002 as compared to $.4 million for the three-month period ended September 30,
2001. The three-month period ended September 30, 2001 gain relates to tower
sales.
Nine-month period Ended September 30, 2002 Compared to the Nine-month period
Ended September 30, 2001
Subscriber Additions
As previously discussed, as of September 30, 2002, we provided personal
communication services to 541,300 customers compared to 236,000 customers at
September 30, 2001, an increase of 305,300 subscribers. The number of new
subscribers includes 169,200 subscribers that joined us on April 1, 2002 as a
result of our acquisition of IWO and 41,100 new subscribers that joined us on
March 8, 2002 as a result of our acquisition of Georgia PCS. In addition, during
the nine-month period ended September 30, 2002, we added an additional 53,900
subscribers in all markets. We do not include in our customer base an estimate
of customers that will not make their initial payment.
Revenues
Nine-month period ended September 30,
2002 2001
---- ----
(In thousands)
Subscriber revenues $236,427 $100,662
Roaming revenues 133,355 60,963
Merchandise sales 13,471 12,345
Other revenues 2,047 3,962
-------- --------
Total revenues $385,300 $177,932
======== ========
24
Subscriber revenues
Total subscriber revenues were $236.4 million for the nine-month period ended
September 30, 2002 as compared to $100.6 million for the nine-month period ended
September 30, 2001, representing an increase of $135.8 million and was primarily
the result of an increase in subscribers.
Roaming revenues
Roaming revenues were $133.3 million for the nine-month period ended September
30, 2002 as compared to $61.0 million for the nine-month period ended September
30, 2001, representing an increase of $72.3 million and was primarily the result
of a higher volume of Sprint PCS(R) subscribers traveling through our markets
and the expansion of our network coverage that included the build out of the
remaining markets in our service area and the acquisition of IWO and Georgia
PCS. Our April 1, 2002 acquisition of IWO added $20.9 million of roaming revenue
during the nine-month period ended September 30, 2002. We provided service in 68
PCS markets at September 30, 2002 (including 26 markets added as a result of the
IWO and Georgia PCS acquisitions) as compared to 41 PCS markets at September 30,
2001 and are continuing to expand our service by upgrading network equipment and
adding cell sites in certain markets that we believe will help us provide better
service.
Merchandise sales
Merchandise sales were $13.5 million for the nine-month period ended September
30, 2002 as compared to $12.3 million for the nine-month period ended September
30, 2001, representing an increase of $1.2 million and related to subscriber
additions. The cost of handsets typically exceeds the amount received from our
subscribers because we subsidize the price of handsets to remain competitive in
the marketplace.
Other revenues
Other revenues were $2.0 million for the nine-month period ended September 30,
2002 as compared to $4.0 million for the nine-month period ended September 30,
2001, representing a decrease of $2.0 million and was primarily attributable to
a decrease in access fee revenue.
Operating Expenses
Nine-month period ended September 30,
2002 2001
---- ----
(In thousands)
Cost of service $172,406 $77,320
Merchandise cost of sales 28,264 22,954
General & administrative 107,421 37,730
Sales & marketing 77,924 48,838
Non-cash stock compensation 3,802 3,721
Depreciation & amortization 78,566 42,339
-------- --------
Total operating expenses $468,383 $232,902
======== ========
Cost of service
Cost of service was $172.4 million for the nine-month period ended September 30,
2002 as compared to $77.3 million for the nine-month period ended September 30,
2001, representing an increase of $95.1 million, that was primarily related to
an increase of $47.8 million in carrier roaming expenses and an increase of $7.9
million in circuit and usage costs as a result of our larger subscriber base and
market coverage. Our April 1, 2002 acquisition of IWO added $37.2 million of
service costs in the nine-month period ended September 30, 2002.
25
Merchandise cost of sales
Merchandise cost of sales was $28.2 million for the nine-month period ended
September 30, 2002 as compared to $23.0 million for the nine-month period ended
September 30, 2001, representing an increase of $5.2 million that was primarily
related to our April 1, 2002 acquisition of IWO. The cost of handsets typically
exceeds the amount received from our subscribers because we subsidize the price
of handsets to remain competitive in the marketplace. This subsidy continues to
increase due to the competitive nature of our business.
General and administrative expenses
General and administrative expenses were $107.4 million for the nine-month
period ended September 30, 2002 as compared to $37.7 million for the nine-month
period ended September 30, 2001, representing an increase of $69.7 million that
was primarily related to $20.0 million in increases for billing, customer
service costs and Sprint PCS affiliation fees associated with our subscriber
base increase; $14.4 million in increased bad debts associated primarily with
Sprint PCS rate plans that extended credit to credit challenged subscribers;
and, $6.4 million in expenses associated with handset upgrades provided to
existing subscribers in subscriber retention initiatives. We are also evaluating
the impact of customer fraud on bad debt expense that occurred by customers
entering incorrect bank information into Sprint PCS's electronic payment system.
Our April 1, 2002 acquisition of IWO added $26.3 million of general and
administrative expenses in the nine-month period ended September 30, 2002.
Sales and marketing expenses were $77.9 million for the nine-month period ended
September 30, 2002 as compared to $48.8 million for the nine-month period ended
September 30, 2001, representing an increase of $29.1 million that primarily
relates to increases in commissions and subsidies paid to local and national
third party retailers contracted to sell our product. Our April 1, 2002
acquisition of IWO added $20.1 million of sales and marketing expenses in the
nine-month period ended September 30, 2002.
Non-cash stock compensation
Non-cash stock compensation was $3.8 million for the nine-month period ended
September 30, 2002 as compared to $3.7 million for the nine-month period ended
September 30, 2001, representing an increase of $0.1 million. The non-cash stock
compensation consists of compensation expense related to the granting of certain
stock options for the Company's stock in July 1999 and January 2000 with the
exercise prices less than the market value of the Company's stock at the date of
the grant and the impact of the stock options granted in connection with the IWO
acquisition. The non-cash stock compensation expense is generally being
amortized over a four-year period representing the vesting of the options.
Depreciation and amortization expense
Depreciation and amortization expense was $78.6 million for the nine-month
period ended September 30, 2002 as compared to $42.3 million for the nine-month
period ended September 30, 2001, representing an increase of $36.3 million. Net
property and equipment increased to $484.5 million at September 30, 2002, which
includes $184.7 million from our April 1, 2002 acquisition of IWO, from $346.6
million at September 30, 2001. Our April 1, 2002 acquisition of IWO added $9.7
million of depreciation and $20.3 million of amortization expense related to the
Sprint management agreement and subscriber base. Depreciation expense for the
nine-month period ended September 30, 2002 benefited from a change in estimate
of the useful lives of certain depreciable assets in July 2001. Effective July
2001, we revised the useful lives of certain depreciable assets that resulted in
a reduction of $12.5 million in depreciation expense for nine-month period ended
September 30, 2002 when compared to the nine-month period ended September 30,
2001. The estimated lives of network switch equipment was increased from five to
seven years, cell site towers from five to 10 years and related cell site
equipment from five to seven years. The Company revised these estimates after
considering the impact of certain upgrades to its network that management
believes extends the useful lives of these assets.
26
Operating loss
The operating loss was $83.1 million for the nine-month period ended September
30, 2002 as compared to $55.0 million for the nine-month period ended September
30, 2001, representing an increase of $28.1 million that was primarily due to
our April 1, 2002 acquisition of IWO that added $36.8 million of operating
losses that was offset by increased revenues associated with our subscriber base
and roaming revenue associated with the completion of our network build out and
a change in estimate of the useful lives of certain depreciable assets that
resulted in an $12.5 million decrease in depreciation.
Other Income/(Expense)
Nine-month period ended September 30,
2002 2001
---- ----
(In thousands)
Interest expense $(52,652) $(29,157)
Interest income 2,251 5,892
Gain on sale of assets 13 8,620
-------- --------
Total other expense $(50,388) $(14,645)
======== ========
Interest expense was $52.7 million for the nine-month period ended September 30,
2002 as compared to $29.2 million for the nine-month period ended September 30,
2001, representing an increase of $23.5 million. The increase in interest
expense resulted from the increase in outstanding debt. Our outstanding debt,
including current maturities was $743.7 million at September 30, 2002, which
includes $336.7 million from our April 1, 2002 acquisition of IWO, as compared
to $346.6 million at September 30, 2001.
Interest income was $2.3 million for the nine-month period ended September 30,
2002 as compared to $5.9 million for the nine-month period ended September 30,
2001, representing a decrease of $3.6 million. The decrease was primarily due to
less cash and cash equivalents available for investment and lower interest
rates.
Gain on sale of assets $13,000 for the nine-month period ended September 30,
2002 as compared to $8.6 million for the nine-month period ended September 30,
2001, representing a decrease of $8.6 million. In the nine-month period ended
September 30, 2001, we recognized an $8.2 million gain on sale of 141 towers.
Liquidity and Capital Resources
As of September 30, 2002, we had $38.6 million in cash and cash equivalents,
$34.0 million in short-term investment securities, $42.1 million in restricted
cash and total availability in revolving loans under our senior bank credit
facilities of $115.3 million.
We used $25.8 million of cash in operating activities during the nine-month
period ended September 30, 2002. The $105.1 million of cash used in investing
activities during the nine-month period ended September 30, 2002 includes cash
outlays of $98.6 million for capital expenditures and $61.4 million for the
business acquisitions, partially offset by $33.2 million in proceeds from
maturities of investments and $10.3 million in proceeds from the sale of assets.
The $69.0 million in cash provided by financing activities during the nine-month
period ended September 30, 2002 consisted primarily of the borrowings under the
senior bank credit facilities net of repayments.
The liquidity of US Unwired and IWO must be viewed separately as the respective
senior bank credit facilities prohibit the movement of cash between the two
companies.
A number of factors, including the rapidly changing wireless industry, general
economic uncertainty, lower than expected new subscriber additions, higher rates
of customer turnover, bad debt losses higher than anticipated and unanticipated
charges from Sprint PCS, has caused management to review the assumptions
underlying the business plans for US Unwired and IWO. While these
forward-looking projections are
27
being refined, they indicate that, despite these adverse trends, cash, cash flow
from operations and borrowings from our senior bank credit facilities, are
expected to be sufficient to fund operating losses, meet capital expenditure
needs, and service debt requirements for US Unwired and IWO through 2003.
Management's projections contain significant assumptions including projections
for new customer additions, CPGA, capital expenditures, ARPU, churn, bad debt
expense, wireless handset upgrade costs, operating expenses, fees charged by
Sprint PCS and travel revenue and expense. If one or more of these assumptions
are not correct, US Unwired and/or IWO may not have sufficient sources of cash
to meet its cash requirements through 2003.
US Unwired: The US Unwired senior bank credit facility, established in October
1999, is subject to certain restrictive covenants, including maintaining certain
financial ratios and limiting annual capital expenditures. As a result of the
factors listed above, we may not meet certain covenant requirements during 2003.
When our forward-looking projections are refined, we will review them with our
banks and, if appropriate, we will request that our banks amend the senior bank
credit facility covenants to reflect the new projections. If we are not able to
amend the covenants or obtain the appropriate waivers, we would not be able to
borrow under our senior bank credit facility, in which case we will not have
sufficient liquidity to meet our business forecast without significantly
reducing our cash expenditures to levels that may impair the future viability of
our business. Moreover, if as a result of covenant violations, our bank lenders
declare our existing loans in default, our outstanding senior notes would also
become in default, and it is unlikely that we would be able to obtain the funds
to repay the banks and the senior note holders.
IWO: The IWO senior bank credit facility, established in December 2000, is also
subject to certain restrictive covenants, including maintaining certain
financial ratios, attaining defined subscriber growth and network coverage
goals, and limiting annual capital expenditures. In September, we elected to
discontinue offering Sprint PCS's no deposit Clear Pay product in IWO's service
territory because of unacceptable high churn rates and bad debt losses. Our
decision to focus on quality customers with increased profitability will impair
our ability to add subscribers at a level sufficient to meet the minimum
requirements at various times in 2003. If IWO is unable to amend its senior bank
credit facilities, IWO would not be eligible to borrow under its revolving
credit facility. Without the funds from its senior bank credit facility, IWO
will not have sufficient liquidity to meet its current business forecast without
significantly reducing its cash expenditures to levels that will impair the
future viability of its business.
As of September 30, 2002, management believes that it is in compliance with all
financial and operational covenants associated with the US Unwired and IWO
senior bank credit facilities.
On October 31,2002, IWO made a request to borrow $15 million under its revolving
credit agreement with its banks with proceeds from the borrowing due to IWO on
November 7, 2002. On November 7, 2002 we received $13.2 million from the bank
group with one bank failing to fund its portion of the request. IWO believes
that it met all conditions for the borrowing request and has forwarded a notice
of default to the bank failing to make its funding. Any such failure of our
banks to fund a valid borrowing request would leave us with insufficient funds
to meet our cash requirements in 2003 even if we are in compliance with our bank
covenants.
The Company's common stock has been listed on the NASDAQ National Market since
its initial public offering in May 2000. The Company recently received notice
from the NASDAQ National Market indicating that as of October 31, 2002 the
closing bid price of our common stock had fallen below $1.00 for 30 consecutive
trading days and that the Company would have 90 calendar days, or until January
29, 2003, to regain compliance by having the bid price of our common stock close
at $1.00 per share or more for a minimum of 10 consecutive trading days. NASDAQ
further advised the Company that it may wish to consider transferring the
listing for the common stock to the NASDAQ SmallCap Market where it would be
afforded an extended grace period through April 29, 2003 to satisfy the minimum
bid price requirement, and may also be eligible for an additional 180 day grace
period thereafter. If the Company were to transfer the listing for its common
stock to the NASDAQ SmallCap Market, the Company would be eligible to transfer
back to the NASDAQ National Market if, by October 27, 2003, the closing bid
price was $1.00 per share for 30 consecutive trading days and the Company has
maintained compliance with all other National Market listing requirements. The
Company currently meets all continued listing requirements for the
28
NASDAQ National Market with the exception of the $1.00 minimum bid price
Seasonality
Like the wireless communications industry in general, there is an increase in
subscriber additions in the fourth quarter due to the holiday season. A greater
number of phones sold at holiday promotional prices causes our losses on
merchandise sales to increase. Our sales and marketing expenses increase also
with holiday promotional activities. We generally have the weakest demand for
new wireless services during the summer. We expect these trends to continue
based on historical operating results.
Item 4. Controls and Procedures
In September, an evaluation was performed under the supervision and with the
participation of the Company's management, including the CEO and CFO, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the CEO and CFO, concluded that the Company's disclosure controls and procedures
were effective as the evaluation date. There have been no significant changes in
the Company's internal controls or in other factors that could significantly
affect internal controls subsequent to the evaluation date.
Part II
Item 5. Other Information
RISK FACTORS
OUR STOCKHOLDERS AND PERSONS WHO ARE CONSIDERING AN INVESTMENT IN OUR
COMMON STOCK SHOULD CAREFULLY CONSIDER THE FACTORS LISTED BELOW.
Introduction
Our Sprint PCS business is conducted through our subsidiaries Louisiana
Unwired LLC, IWO Holdings, Inc., Texas Unwired general partnership, and Georgia
PCS Management, L.L.C. We refer to them as LA Unwired, IWO, TX Unwired and
Georgia PCS or collectively as our PCS operating subsidiaries. Each of these
subsidiaries has its own Sprint PCS territory and its own agreements with Sprint
PCS. We acquired IWO on April 1, 2002 and we acquired Georgia PCS on March 8,
2002. We operate our cellular business through a separate subsidiary that is
independent of our relationship with Sprint PCS and the Sprint PCS brand. "We"
and "our" and the noun "combined company" refer collectively to US Unwired and
all of its subsidiaries. We use "US Unwired" to refer just to our parent company
without reference to its subsidiaries.
An extremely brief overview introduces each of the subsections below. We
think the overview captures the gist of the subsection, but it is not a
substitute for reading the entire subsection.
Risks Related to Our Stock Price
Overview of this subsection: Our stock price has not been stable. Many
additional shares are becoming freely tradable in the public market. This may
cause our stock price to fall. Our closing bid price has been below one dollar
for more than 30 consecutive trading days and Nasdaq has notified us that it
will not permit our stock to trade in the Nasdaq market unless our bid price
closes at or above $1.00 per share for 10 consecutive trading days prior to
January 29, 2003.
The stock price of US Unwired may continue to be volatile.
The market price of US Unwired common stock could be subject to wide
fluctuations in response to factors such as the following, some of which are
beyond our control:
.. quarterly variations in our operating results;
29
. operating results that vary from the expectations of securities analysts and
investors;
. changes in expectations as to our future financial performance, including
financial estimates by securities analysts and investors;
. changes in our relationship with Sprint PCS;
. announcements by Sprint PCS concerning developments or changes in its
business, financial condition or results of operations, or in its expectations
as to future financial performance;
. actual or potential defaults in bank covenants by Sprint PCS or Sprint PCS
affiliates, which may result in a perception that we are unable to comply with
our bank covenants;
. announcements of technological innovations or new products and services by
Sprint PCS or our competitors;
. changes in results of operations, market valuations and investor perceptions
of Sprint PCS, Sprint PCS affiliates or of other companies in the
telecommunications industry in general and the wireless industry in particular,
including our competitors;
. departures of key personnel;
. changes in laws and regulations;
. significant claims or lawsuits against us;
. the large number of US Unwired shares that can freely be sold in the public
market, as described under the following italicized heading;
. announcements by us or our competitors of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital commitments; and
. general economic and competitive conditions.
The number of shares of our common stock that is freely tradable in the
public market will increase substantially on the effective date of a "shelf"
registration statement that we initially filed on August 19, 2002 and will
continue to increase thereafter. Sales of unusually large numbers of shares of
our common stock in the public market, or the perception that such sales could
occur, could depress our stock price.
We issued approximately 44,400,000 additional shares of our common stock
when we acquired Georgia PCS and IWO in March and April 2002, and we agreed to
issue about another 6,900,000 shares upon the exercise of warrants and options
that we assumed from IWO. Most of these shares have not been freely tradable in
the public market because of the combined effect of restrictions under federal
securities laws and of agreements, called lock up agreements, that we obtained
from the holders not to sell shares before specified dates. The restrictions
imposed by federal securities laws on sales of these shares will terminate on
the effective date of a "shelf" registration statement that we initially filed
on August 19, 2002. The restrictions imposed by the lock up agreements have
already expired with respect to about 28,100,000 of the shares, but many of
those shares will continue to be restricted by federal securities laws until the
effective date of our registration statement mentioned above. The lock up
agreements expire as to additional shares as follows:
. On November 28, 2002, about 10,570,000 additional shares will be released
from the lock up agreements.
. On January 26 and 27, 2003, about 6,000,000 additional shares will be
released from the lock up agreements.
. On March 28, 2003, all remaining shares that are then still subject to the
lock up agreements, equal to about 1,080,000 shares, will be released from the
lock up agreements.
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We can be required at any time prior to April 1, 2006, to register up to
two underwritten offerings that would include shares that are subject to the
lock up agreements. The lock up agreements would terminate at the time of those
underwritten offerings for the shares that are included in them.
The numbers above are calculated as if options and warrants that we issued
in the IWO acquisition to purchase about 4,800,000 shares, which upon issuance
would be subject to the lock up agreements, had been exercised in full by July
31, 2002.
The numbers above are calculated as if 1,100,000 shares that are held in
escrow in connection with the Georgia PCS acquisition had been released from
escrow by July 31, 2002. We have already agreed to release up to 100,000 of
those shares. We have also agreed to release another 500,000 shares on March 8,
2003, and the remaining 500,000 on March 8, 2004, unless we have asserted claims
against those shares as permitted under our Georgia PCS acquisition agreement.
As the lock up periods continue to expire, particularly following the
effective date of the "shelf" registration statement that we initially filed on
August 19, 2002, and the shares held in escrow are released, the market price of
our common stock could be depressed if the holders of these shares sell them or
if the market perceives that they intend to sell them. We cannot predict whether
future sales of our common stock or the availability of our common stock for
sale will adversely affect the market price for our common stock.
We rely on Sprint PCS for a substantial amount of our financial
information. If that information is not accurate, the investment community could
lose confidence in us.
Under our agreements with Sprint PCS, it performs our billing, manages our
accounts receivable and provides a substantial amount of financial data about
our accounts. We use that information to calculate our financial results and to
prepare our financial statements. If we later find errors in that information,
we may be required to restate our financial statements. If that occurs with
respect to us or any other Sprint PCS affiliate, investors and securities
analysts may lose confidence in us.
If our common stock bid price remains below a dollar per share for an
extended period, Nasdaq may delist our common stock.
Our common stock is listed on the Nasdaq National Market. Our closing bid
price has remained below $1.00 for 30 consecutive trading days. Nasdaq has
advised us that unless our bid price closes at or above $1.00 per share for 10
consecutive trading days prior to January 29, 2003, Nasdaq will commence
delisting procedures. If our shares are delisted from the Nasdaq National
Market, we expect that it would become more difficult to buy and sell our shares
and that securities analysts and news media would lose much of their interest in
us. Additionally, we may become subject to SEC rules that affect "penny stocks,"
which are stocks priced below $5.00 per share that are not quoted on a Nasdaq
market. These rules would make it more difficult for brokers to find buyers for
our shares and could lower the net sales prices that our stockholders are able
to obtain.
If our common stock price remains low, we may not be willing or able to
raise equity capital.
Our business is capital intensive, and we may contemplate raising equity
capital in the future. A low stock price may frustrate our doing so, for two
reasons:
. We may be unwilling to sell our shares at such prices.
. Investors may not be interested in a company whose shares are priced so low.
Risks Related to Our Mergers
Overview of this subsection: We will not achieve the benefits of our
mergers unless we successfully integrate the operations of territories that are
geographically separated from each other. The separate debt of US Unwired and
IWO will make this integration more difficult. Our merger expenses were
approximately $9.8 million, which was paid from our cash reserves.
Our integration with IWO and Georgia PCS presents significant challenges.
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We entered into the merger agreements with IWO and Georgia PCS with the
expectation that the mergers will result in expanding our existing network and
customer base and taking advantage of the best operating practices of all three
organizations. Achieving the benefits of the mergers will depend in part on
integrating the operations of the three companies in an efficient manner. We
cannot assure you that this will occur. To realize the anticipated benefits of
this combination, our management team must develop strategies and implement a
business plan that will successfully:
. manage the combined company's networks and markets;
. maintain adequate focus on existing business and operations while working
to integrate the three companies;
. combine three companies that do not have extensive operating histories in
the PCS market;
. manage each company's cash and available credit lines for use in financing
future growth and working capital needs;
. manage the marketing and sales of each of the three companies;
. manage the geographic distance between the territories of the three
companies;
. manage the integration of operational and financial reporting software;
. manage operational issues relating to IWO and Georgia PCS that we do not
face in our operations, such as the build out of IWO properties, which involves
special problems like zoning and environmental issues; the conversion to a
uniform point of sale system; and the migration to a uniform process in sales
and operations;
. manage the transition of IWO's senior management expertise to us; and
. retain and attract key employees during a period of transition.
The diversion of management's attention from ongoing operations and any
difficulties encountered in the transition and integration process could have a
material adverse effect on our financial condition and results of operations and
cash flows.
Our ability to operate as a combined company will be limited by our and
IWO's separate public debt indentures and credit facilities.
In order to comply with the indenture governing US Unwired's senior notes,
we have designated IWO as an unrestricted subsidiary. As a result, for purposes
of US Unwired's and IWO's respective public debt indentures, IWO, on the one
hand, and the rest of our companies, on the other hand, will operate as separate
business entities. Due to restrictions in US Unwired's indenture, we will be
unable to provide direct or indirect credit support to IWO. Likewise, IWO will
be restricted under its debt instruments from paying dividends or freely
transferring money to US Unwired and our other companies. These restrictions may
hinder the combined company's ability to achieve the anticipated benefits of the
merger with IWO, react to developments in our or IWO's business or take
advantage of business opportunities.
US Unwired and IWO depend on the cash flows of their respective
subsidiaries to satisfy our respective debt obligations.
US Unwired and IWO depend on their respective subsidiaries (other than IWO,
in the case of US Unwired) for cash flow and to service their respective debt
obligations. Existing or future credit agreements may restrict or prohibit IWO's
subsidiaries from paying dividends not only to IWO but also to US Unwired and
our other companies and may also restrict or prohibit subsidiaries of US Unwired
from paying dividends not only to us but also to IWO. State law may also limit
the amount of the dividends that the respective subsidiaries are permitted to
pay.
We may not achieve the anticipated benefits from our mergers.
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We believe that certain benefits will result from the mergers. We cannot
assure you, however, that integrating our business with IWO's and Georgia PCS's,
even if completed in an efficient, effective and timely manner, will result in
combined results of operations and financial condition superior to those that we
could have achieved independently. The success of the transactions for us will
depend on revenue growth or other benefits sufficient to offset the dilutive
effects of the additional shares US Unwired issued in the mergers. We cannot
assure you that we will achieve sufficient benefits.
We have incurred significant costs associated with the mergers.
We incurred significant direct transaction costs associated with the
mergers, which are included as a part of the total purchase price for accounting
purposes. In addition, IWO has incurred significant direct transaction expenses,
which have been expensed for accounting purposes as incurred. These expenses
have decreased our cash reserves. Further, IWO and Georgia PCS are incurring
severance expenses, and we will incur other costs associated with integrating
the companies. We cannot assure you that we will not incur additional material
charges in subsequent quarters to reflect additional costs associated with the
mergers.
Because the former IWO stockholders will not be providing us any
indemnification following the merger, we will be responsible for any undisclosed
liabilities of IWO. The former Georgia PCS members are providing only limited
indemnification to us.
IWO has made certain representations and warranties to us in its merger
agreement with us concerning IWO's business and operations. The merger
agreement, however, does not provide us with any contractual indemnification
from the former IWO stockholders following the merger for any breaches of such
representations and warranties of IWO or any failure of IWO to comply with its
obligations under the merger agreement. As a result, we will bear the burden of
any undisclosed liabilities of IWO. Our agreement with the Georgia PCS members
provides us with limited indemnification for breaches of the type described
above. We will have to bear the burden of any undisclosed liabilities that
exceed the limited indemnification by the Georgia PCS members. We cannot assure
you that any such liabilities that we must bear will not materially and
adversely affect our results of operations and our financial condition.
Risks Related to the Combined Company's Business, Strategy and Operations
Overview of this subsection: None of our PCS operating subsidiaries has
ever operated profitably or achieved consistent positive cash flow. If that
doesn't change, we will not have enough cash to run our business. Timely
expansion or completion of the PCS networks of our operating subsidiaries is a
key to our success, but we face numerous challenges in doing that. Revenues we
receive from travelers in our territories likely will not meet our expectations.
Our PCS operating subsidiaries have not yet operated their PCS businesses
profitably or achieved consistent positive cash flow.
We expect to continue to incur significant operating losses and to continue
to generate negative cash flow while we complete and expand our PCS networks and
build our customer base. Our ultimate profitability will depend upon many
factors, including our ability to market our services successfully and operate
our networks efficiently, in addition to numerous other factors that are
described in this "Risk Factors" section. If we fail to achieve at least
positive cash flow within a reasonable period of time, an investment in our
shares may not have much value.
If we do not successfully manage the operations and expected growth of the
combined company following the mergers, our operating performance may be
adversely impacted.
Our PCS operating subsidiaries have limited operating histories as Sprint
PCS affiliates. LA Unwired began operations as a Sprint PCS affiliate on June 8,
1998. IWO began operations as a Sprint PCS affiliate on January 5, 2000. TX
Unwired began operations as a Sprint PCS affiliate on January 7, 2000. Georgia
PCS began operations as a Sprint PCS affiliate on June 8, 1998. The combined
company's ability to achieve and sustain operating profitability will depend
upon many factors, including our PCS operating subsidiaries' abilities to
effectively market Sprint PCS services and manage customer turnover rates in
their respective markets. In addition, a key factor the combined company's
operational performance will depend
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upon is our ability to manage growth of the combined company through the
expansion or completion of our PCS operating subsidiaries' network build-outs
and through implementing the combined company's best practices to increase
market penetration in our current and future markets. Market penetration means
the number of people in our PCS operating subsidiaries' markets who use our
Sprint PCS services. To be successful, our PCS operating subsidiaries will
require continued development, construction, testing, deployment and operation
of their respective networks. These activities are expected to place demands on
our managerial, operational and financial resources.
The failure of any of our PCS operating subsidiaries to timely expand or
complete the build-out of its network, or to obtain the equipment needed for
completion on a timely basis, may result in a decrease in the number of expected
new PCS subscribers and adversely affect its and the combined company's results
of operations or result in a breach of its agreements with Sprint PCS or, in the
case of LA Unwired, result in the loss of the FCC licenses that it owns.
LA Unwired, TX Unwired and Georgia PCS have completed the network build-out
that is required by their respective agreements with Sprint PCS. Nevertheless,
we may decide from time to time to build out additional portions of their
markets to increase the population that is covered by their Sprint PCS service
or we may acquire additional territory to be built out by acquiring additional
markets from Sprint PCS or by acquiring other Sprint PCS network partners that
have not completed their build-out requirements. IWO has not yet completed its
required build-out. In order to expand or complete network build-outs, our PCS
operating subsidiaries must successfully lease or otherwise retain rights to a
sufficient number of radio communications and network control sites, complete
the purchase and installation of equipment, build-out the physical
infrastructure and test the network. The applicable company must also meet all
requirements of its agreements with Sprint and all FCC requirements. One of
these FCC requirements is that our networks not interfere with microwave radio
systems. Compliance with that requirement could delay or impede expansion or
built-out of our networks. Regulatory changes, engineering design changes and
required technological upgrades could affect the number and location of our PCS
operating subsidiaries' towers as well as their ability to obtain sufficient
rights to meet their network build-out expansion goals or requirements. Some of
the radio communications and network control sites required for IWO to complete
its required build-out are likely to require zoning variances or other local
governmental or third party approvals. The local governmental authorities in
various locations in IWO's markets have, at times, placed moratoriums on the
construction of additional cell sites. Any failure by LA Unwired, TX Unwired or
Georgia PCS to expand its network or by IWO to complete its network build-out on
a timely basis may limit its network capacity and/or reduce the number of its
expected new PCS subscribers, either of which could adversely affect the
combined company's results of operations and its financial condition or result
in a breach of its agreements with Sprint PCS or a loss of LA Unwired's
licenses.
From time to time, there is considerable demand for the communications
equipment that our PCS operating subsidiaries need to expand or complete their
networks, and manufacturers of this equipment could have substantial backlogs of
orders. Competitors who purchase large quantities of communications equipment
may receive priority in the delivery of this equipment. If our PCS operating
subsidiaries cannot get this equipment, they may fail to expand or construct
their networks timely. This could limit our ability to compete effectively or to
meet the construction requirements of the FCC or our PCS operating subsidiaries'
Sprint PCS agreements. If LA Unwired or IWO does not meet these construction
requirements, LA Unwired could lose its licenses or IWO could breach its
agreements with Sprint PCS.
We obtain most of our network equipment from two suppliers. This equipment
is not interchangeable, and we would be materially adversely affected if we
could not obtain this network equipment timely or at all.
Our PCS networks are either Lucent networks, meaning that the network
equipment is supplied by Lucent, or Nortel networks, meaning that the network
equipment is supplied by Nortel. If additional equipment is needed for expansion
or repair of a network, it must come from Lucent, if the network is a Lucent
network, or Nortel, if the network is a Nortel network, for compatibility with
our existing network equipment. If either of these suppliers should cease to
supply its equipment, or should it delay supplying it, we would be prevented or
delayed in expanding or repairing the affected network.
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Any inability to expand our networks, or to keep them repaired, could have
a material adverse effect on us.
Our territory has limited amounts of licensed spectrum, which may adversely
affect the quality of our service and our results of operations.
LA Unwired and Sprint PCS have licenses covering 10 to 40 MHz of spectrum
in LA Unwired's territory. Sprint PCS has licenses covering 30 MHz of spectrum
throughout IWO's territory and licenses covering 10 MHz in Georgia PCS's
territory and TX Unwired's territory. In the future, as the number of customers
in LA Unwired's, IWO's, TX Unwired's or Georgia PCS's territory increases, this
limited amount of licensed spectrum may not be able to accommodate increases in
call volume, may lead to increased dropped or blocked calls and may limit our
ability to offer enhanced services, all of which could result in increased
customer turnover and adversely affect the combined company's results of
operations and financial condition.
If any of our PCS operating subsidiaries loses the right to install its
equipment on wireless towers or is unable to renew expiring leases for wireless
towers on favorable terms or at all, our business and results of operations
could be adversely impacted.
Substantially all of the cell sites of our PCS operating subsidiaries are
installed on leased tower facilities that are shared with one or more other
wireless service providers. In addition, a large portion of these leased tower
sites are owned by a few tower companies. If a master agreement with one of
these tower companies were to terminate, or if one of these tower companies were
unable to support use of its tower sites by any of our PCS operating
subsidiaries, the affected subsidiaries would have to find new sites or may be
required to rebuild the affected portion of their networks. In addition, the
concentration of our PCS operating subsidiaries' cell sites with a few tower
companies could adversely affect our results of operations and financial
condition if any of our PCS operating subsidiaries is unable to renew its
expiring leases with these tower companies on favorable terms or at all. If any
of the tower leasing companies that we do business with should experience severe
financial difficulties, or file for bankruptcy protection, our ability to use
our towers could be adversely affected. That, in turn, would adversely affect
our revenues and financial condition if a material number of towers were
involved.
The loss of the officers and skilled employees upon whom we depend to
operate our business or the inability to attract additional personnel for the
combined company's growth could adversely affect the combined company's results
of operations.
The combined company's business is managed by a small number of executive
officers. We believe that our future success will depend in part on our
continued ability to retain these executive officers and to attract and retain
highly qualified technical and management personnel for the combined company. We
may not be successful in retaining key personnel or in attracting and retaining
other highly qualified technical and management personnel. We do not maintain
policies of life insurance on our key executives.
Expanding LA Unwired's, IWO's, TX Unwired's or Georgia PCS's territory may
have a material adverse effect on its business and reduce the market value of
our securities.
As part of LA Unwired's, IWO's, TX Unwired's and Georgia PCS's continuing
operating strategy, it may expand its territory through the grant of additional
markets from Sprint PCS or through acquisitions of other Sprint PCS network
partners. These transactions may require the approval of Sprint PCS and commonly
involve a number of risks, including the:
.. difficulty of integrating acquired operations and personnel;
.. diversion of management's attention;
.. disruption of ongoing business;
.. impact on our cash and available credit lines for use in financing future
growth and working capital needs;
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.. inability to retain key personnel;
.. inability to successfully incorporate acquired assets and rights into our
service offerings;
.. inability to maintain uniform standards, controls, procedures and policies;
and
.. impairment of relationships with employees, customers or vendors.
Failure to overcome these risks or any other problems encountered in these
transactions could have a material adverse effect on the combined company's
business. In connection with these transactions, US Unwired may issue additional
equity securities, and we may incur additional debt or incur significant
amortization expenses related to certain intangible assets.
Our service area will be threatened by bad weather, including hurricanes
and severe winter weather, which could cause interruptions in service resulting
in increased expenses and reduced operating results.
Much of LA Unwired's, TX Unwired's and Georgia PCS's service area is on or
near the Gulf of Mexico or the Atlantic Ocean and could be damaged by bad
weather like hurricanes and excessive rain. In addition, the IWO service area
could be adversely affected by severe winter storms. We may face service
interruptions for indefinite periods if a major hurricane or winter storm
strikes one or more of our service areas, resulting in increased expenses and
reduced operating results.
Unauthorized use of our networks could disrupt our business.
We will likely incur costs associated with the unauthorized use of our
networks, including administrative and capital costs associated with detecting,
monitoring and reducing the incidence of fraud. Fraud impacts interconnection
costs, capacity costs, administrative costs, fraud prevention costs and payments
to other carriers for unbillable fraudulent roaming.
Because IWO depends heavily on outsourcing, the inability of third parties
to fulfill their contractual obligations to IWO may materially disrupt its
services or the build-out of its portion of the Sprint PCS network.
Because IWO outsources portions of its business, it depends heavily on
third-party vendors, suppliers, consultants, contractors and local telephone and
utility companies. IWO has retained those persons to:
.. design and engineer its systems;
.. design and construct retail stores;
.. obtain permits for the construction of base stations, switch facilities and
towers;
.. construct cell sites and switching facilities;
.. obtain cell site leases;
.. install transmission lines; and
.. deploy its wireless personal communications services network systems.
The failure by any of IWO's vendors, suppliers, consultants, contractors or
local telephone and utility companies to fulfill their contractual obligations
to IWO could materially disrupt the operations of IWO's portion of our Sprint
PCS network or its build-out.
IWO's projected build-out plan and LA Unwired's, TX Unwired's and Georgia
PCS's completed build-outs do not cover all of their territories, which could
make it difficult to maintain profitable customer bases.
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IWO's projected build-out plan for its territory and LA Unwired's, TX
Unwired's and Georgia PCS's build-outs of their territories do not cover all
areas of their territories. By the end of 2003, IWO expects to cover
approximately 74% of the resident population in its territory. As of June 30,
2002, LA Unwired, TX Unwired and Georgia PCS covered approximately 71% of the
resident population in their combined territory. LA Unwired's, TX Unwired's or
Georgia PCS's coverage or IWO's planned coverage may not adequately serve the
needs of the potential customers in the respective territories or attract enough
subscribers to operate our business successfully. To correct this potential
problem, LA Unwired, IWO, TX Unwired or Georgia PCS may have to cover a greater
percentage of its territory than anticipated, which it may not have the
financial resources to complete or may be unable to do profitably.
We may not receive as much Sprint PCS net travel, or roaming, revenue as we
anticipate.
We are paid a fee from Sprint PCS for every minute that a Sprint PCS
subscriber based outside of our markets uses the Sprint PCS network in our
markets. Similarly, we pay a fee to Sprint PCS for every minute that a Sprint
PCS subscriber based in our markets uses the Sprint PCS network outside our
markets. Sprint PCS customers from our markets may spend more time in other
Sprint PCS coverage areas than we anticipate and Sprint PCS customers from
outside our markets may spend less time in our markets or may use our services
less than we anticipate. As a result, we may receive less Sprint PCS travel
revenue than we anticipate or we may have to pay more Sprint PCS travel fees
than the travel revenue we collect.
Under our agreements with Sprint PCS, Sprint PCS can change the current
fee, called the travel rate, that we receive and pay for each Sprint PCS travel
minute after December 31, 2002. Sprint PCS has notified us that the reciprocal
travel rate will change for Louisiana Unwired from $0.20 per minute in 2002 to
$0.058 per minute in 2003 and for IWO, Texas Unwired and Georgia PCS from $0.10
per minute in 2002 to $0.058 per minute in 2003. Currently the fees we receive
for customers of Sprint PCS and its other network partners using our networks
exceed those that we pay for our customers using their networks. The change in
the travel rate will likely decrease our revenues, expenses and our net travel
position, which is the difference between travel revenue and travel expense, and
will likely decrease our cash flow from operations and our earnings before
interest, taxes, depreciation and amortization or net income. Any such decreases
could be material.
Sprint PCS's roaming arrangements may not be competitive with other
wireless service providers, which may restrict our ability to attract and retain
customers and create other risks for us.
We rely on Sprint PCS's roaming arrangements with other wireless service
providers for coverage in some areas where Sprint PCS service is not yet
available. The risks related to these arrangements include:
.. the quality of the service provided by another provider during a roaming call
may not approximate the quality of the service provided by the Sprint PCS
network;
.. the price of a roaming call off our network may not be competitive with
prices of other wireless companies for roaming calls;
.. customers must end a call in progress and initiate a new call when leaving
the Sprint PCS network and entering another wireless network;
.. Sprint PCS customers may not be able to use Sprint PCS's advanced features,
such as voicemail notification, while roaming; and
.. Sprint PCS or the carriers providing the service may not be able to provide
us with accurate billing information on a timely basis.
If Sprint PCS customers are not able to roam instantaneously or efficiently
onto other wireless networks, we may lose current Sprint PCS subscribers and our
Sprint PCS services will be less attractive to new customers.
Sales of Sprint PCS products and services in our territory by a "reseller"
that is 50% owned by Sprint PCS could reduce our number of subscribers and our
margins.
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We allow a company, called a reseller, to sell Sprint PCS products and
services in our territories. Our networks provide the Sprint PCS services that
are sold by the reseller in our territories. We receive income from the reseller
that we consider to be a fair return for this use of our networks, but our
margins are greater when we generate our own subscribers. The reseller is 50%
owned by Sprint PCS.
Risks Particular to the Indebtedness of the Combined Company
Note: We have two separate debt structures. Each of US Unwired and IWO has
issued senior notes, and each of them has senior credit facilities with banks.
Because of restrictions in the indentures governing the senior notes and the
credit agreements governing the senior credit facilities, funds borrowed by US
Unwired may not be used to finance IWO and IWO's subsidiaries but are available
for all of US Unwired's other subsidiaries, including LA Unwired, TX Unwired and
Georgia PCS. Because of the same restrictions, funds borrowed by IWO may be used
only to finance IWO and IWO's subsidiaries.
Overview of this subsection: US Unwired and IWO have a substantial amount
of debt. They cannot borrow from their banks unless they meet the banks'
requirements for borrowing. The economic downturn will make it more difficult to
meet these requirements. If we fail to repay our debt on time, our lenders may
foreclose on our assets and, if that occurs, our stock will probably be
worthless.
Our acquisition of Georgia PCS has reduced our cash that was available for
other purposes and has increased our indebtedness.
When we completed our acquisition of Georgia PCS, we used a portion of our
cash to repay approximately $54.8 million of indebtedness of Georgia PCS. At the
same time, we increased our senior credit facility with a $40 million term loan
B, which bears interest at LIBOR plus 4%. 96% of this loan will become due in
2008. As a result, we decreased our cash by approximately $14.8 million and
increased our indebtedness by $40 million. The decrease in our cash reduced the
amount of our cash that is available for other purposes. In addition, we will be
required to use cash flow from our operations to pay increased interest and
principal on our increased indebtedness.
Both US Unwired and IWO have substantial debt that neither of them may be
able to service; a failure to service this debt may result in the lenders under
this debt taking away assets of ours (other than IWO's) if US Unwired fails to
service its debt, or assets of IWO if IWO fails to service its debt.
The substantial debt of US Unwired and IWO will have a number of important
consequences for our operations and our investors, including the following:
.. each company will have to dedicate a substantial portion of any cash flow
from its operations to the payment of interest on, and principal of, its debt,
which will reduce funds available for other purposes;
.. neither company may be able to obtain additional financing for unanticipated
capital requirements, capital expenditures, working capital requirements and
other corporate purposes;
.. some of each company's debt, including financing under each company's senior
credit facility, will be at variable rates of interest, which could result in
higher interest expense in the event of increases in market interest rates; and
.. due to the liens on substantially all of each company's assets and the
pledges of stock of each company's existing and future subsidiaries as
collateral for such company's senior debt, lenders may control US Unwired's or
IWO's assets or the assets of the subsidiaries of either company in the event of
a default.
US Unwired's and IWO's ability to make payments on their respective debt
will depend upon their future operating performance, which is subject to general
economic and competitive conditions and to financial, business and other
factors, many of which neither of them can control. If the cash flow from either
company's operating activities is insufficient, US Unwired or IWO may take
actions, such as delaying or reducing capital expenditures, attempting to
restructure or refinance its debt, selling assets or operations or seeking
additional equity capital. Any or all of these actions may not be sufficient to
allow US Unwired or IWO to service their respective debt obligations or may
adversely affect its results of
38
operations. Further, US Unwired or IWO may be unable to take any of these
actions on satisfactory terms, in a timely manner or at all. The credit
facilities and indentures governing US Unwired's and IWO's respective debt limit
their ability to take several of these actions, and limit their ability to
borrow more money. Their failure to generate sufficient funds to pay their debts
or to successfully undertake any of these actions could, among other things,
materially adversely affect the market value of US Unwired common stock or
result in lenders controlling the assets of each of them and their subsidiaries
(other than unrestricted subsidiaries).
If either US Unwired or IWO does not meet all of the conditions required
under their respective credit facilities, they may not be able to draw down all
of the funds they anticipate receiving from the lenders and they may not be able
to fund operating losses and working capital needs.
As of June 30, 2002, US Unwired had borrowed $90.0 million under its senior
credit facility and IWO had borrowed $190.0 million under its senior credit
facility. Also, as of June 30, 2002, US Unwired had $39.5 million in
unrestricted cash, and IWO had $54.9 million in unrestricted cash, including
investments. The availability of the remaining $78.7 million under US Unwired's
senior credit facility and the remaining $48.4 million available under IWO's
senior credit facility is subject to the applicable company meeting all of the
conditions specified by the respective financing documents and, in addition, is
subject at each funding date to specific conditions, including the following:
.. that the representations and warranties in such company's loan documents are
true and correct;
.. that such company's financial and operating covenant tests are satisfied,
including leverage and operating performance covenants and covenants relating to
earnings before interest, taxes, depreciation and amortization, referred to as
EBITDA; and
.. the absence of a default under such company's loan documents, including its
indenture.
We anticipate that US Unwired and IWO will need some or all of the funding
available under the respective senior credit facilities to fund continuing
operations. If the assumptions underlying the business plans of each company are
not correct for market growth, subscriber additions, churn, revenue from
subsidiaries, roaming revenue, operating expenses (including bad debt losses),
unanticipated capital requirements, capital expenditures, charges for Sprint PCS
provided services, working capital requirements or other corporate charges, such
company may not meet the conditions at each funding date, and such company's
senior lenders may not lend some or all of the remaining amounts under such
company's senior credit facility. If other sources of funds are not available,
the affected company may not be in a position to meet its operating cash needs
or meet its obligations under its agreements with Sprint PCS. If US Unwired is
the affected company, these consequences could affect Georgia PCS as well as us.
Please see the discussion under "Risks Related to Factors Currently
Affecting Our Business," which begins on page 52.
US Unwired or IWO will be in default under its indebtedness if it fails to
pass financial and business tests.
US Unwired's and IWO's senior credit facilities require US Unwired and IWO
to maintain specified financial ratios and to satisfy specified tests.
Collectively, these tests relate to:
.. minimum covered population;
.. minimum number of subscribers and/or average revenue per subscriber;
.. minimum annualized revenues;
.. maximum dollar amounts for capital expenditures;
.. various leverage tests;
.. minimum earnings before interest, taxes, depreciation and amortization, or
EBITDA; and
39
.. maximum EBITDA loss.
If US Unwired or IWO fails to satisfy any of the financial ratios and
tests, it could be in default under its senior credit facilities. In addition to
making funds under the senior credit facilities unavailable to US Unwired or
IWO, an event of default under its senior credit facilities may prohibit it from
paying its senior notes, which would cause a default under the affected
company's indenture, or may result in the affected company's lenders controlling
substantially all of the affected company's assets or accelerating the maturity
of the affected company's debt. Should this occur, the common stock of US
Unwired may have little or no value.
Please see the discussion under "Risks Related to Factors Currently
Affecting Our Business," which begins on page 52.
If US Unwired or IWO needs additional financing that it cannot obtain, it
may have to change its network construction plans and modify its business plans.
If the affected company is US Unwired, the network construction plans of LA
Unwired, TX Unwired and Georgia PCS may also have to be changed.
US Unwired expects to make significant capital expenditures to expand the
PCS networks of LA Unwired, TX Unwired and Georgia PCS. IWO expects to make
significant capital expenditures to complete or expand its PCS network. Actual
expenditures may differ significantly from estimates. US Unwired would have to
obtain additional financing to fund LA Unwired's, TX Unwired's or Georgia PCS's
network expansion plans, and IWO would have to obtain additional financing to
fund its network construction or expansion plans, if:
.. existing sources of capital are unavailable or insufficient;
.. LA Unwired, IWO, TX Unwired or Georgia PCS significantly departs from or
changes its business plan;
.. LA Unwired, IWO, TX Unwired or Georgia PCS experiences unexpected delays or
cost overruns in the expansion or completion of its network, including changes
to the schedule or scope of the network build-out or expansion;
.. changes in technology or governmental regulations create unanticipated costs;
or
.. LA Unwired, IWO, TX Unwired or Georgia PCS acquires additional licenses or
Sprint PCS grants any of them more service areas to build out and manage.
We cannot predict whether any additional financing will be available to US
Unwired or IWO or on what terms such financing would be available. If either US
Unwired or IWO needs additional financing that it cannot obtain, the affected
company will have to change its plans for the remainder of its network,
including, in the case of US Unwired, Georgia PCS's network, which would
adversely affect such company's expected future results of operations.
US Unwired's and IWO's indebtedness place restrictions on them which will
limit their operating flexibility and US Unwired's ability to engage in some
transactions.
The respective indentures governing US Unwired's and IWO's senior notes and
their respective senior credit facilities impose material operating and
financial restrictions on US Unwired and its subsidiaries (other than IWO) and
on IWO and its subsidiaries. These restrictions may limit their ability to
engage in some transactions, including the following:
.. completing designated types of mergers or consolidations;
.. creating liens;
.. paying dividends or other distributions to their stockholders;
.. making investments;
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.. selling assets;
.. repurchasing their common stock;
.. changing lines of business;
.. borrowing additional money;
.. entering into transactions with their affiliates; and
.. issuing additional shares of common stock.
These restrictions could also limit their ability to obtain financing by
borrowing money or issuing common stock, refinance or pay principal or interest
on US Unwired's or IWO's outstanding debt, consummate acquisitions for cash or
debt or react to changes in our operating environment. Moreover, these
restrictions could cause the combined company to be at a competitive
disadvantage to competitors who do not have similar restrictions.
If a specified change in control of US Unwired or IWO occurs, the affected
company may not be able to buy back its senior notes as required by its
indenture.
If US Unwired or IWO has a change in control as defined under its
indenture, the applicable company will be required to offer to buy back all of
its outstanding senior notes. We cannot assure you that US Unwired or IWO will
have sufficient funds at the time of a change in control to perform this
obligation or that restrictions in its credit facilities would allow it to do
so. US Unwired's or IWO's requirement to buy back its notes upon a change in
control could impair the value of US Unwired common stock or could cause a
default under the affected company's indenture which, in turn, would cause a
default under its senior credit facility. In addition, a change in control as
defined under US Unwired's or IWO's respective credit facilities would cause the
affected company to default under its senior credit facility.
If US Unwired or IWO defaults under its senior credit facilities, the
affected company's lenders may declare its debt to be immediately due and
payable and Sprint PCS may force the affected company to sell its assets to
Sprint PCS without stockholder approval.
If US Unwired or IWO defaults under its senior credit facilities and the
affected company's lenders accelerate the maturity of the affected company's
debt, Sprint PCS has the option to purchase the affected company's assets at a
discount to market value and assume the affected company's obligations under its
senior credit facilities without further approval of the stockholders of the
affected company. If Sprint PCS does not exercise this option, the affected
company's lenders may sell its assets to third parties without further approval
of the stockholders of the affected company.
If either US Unwired or IWO fails to pay the debt under its credit
facilities, Sprint PCS has the option of purchasing the affected company's
loans, giving Sprint PCS certain rights of a creditor to foreclose on that
company's assets.
Sprint PCS has contractual rights, triggered by an acceleration of the
maturity of the debt under US Unwired's or IWO's respective senior credit
facilities, pursuant to which Sprint PCS may purchase US Unwired's or IWO's
obligations to its senior lenders and obtain the rights of a senior lender. To
the extent Sprint PCS purchases these obligations, Sprint PCS's interests as a
creditor could conflict with our interests. Sprint PCS's rights as a senior
lender would enable it to exercise rights with respect to the affected company's
assets and its continuing relationship with Sprint PCS in a manner not otherwise
permitted under US Unwired's or IWO's Sprint PCS agreements.
Risks Particular to the Combined Company's Relationship with Sprint PCS
Overview of this subsection: We depend heavily on Sprint PCS. It performs
our billing, designs and advertises the products and services we sell, and
provides our customer service, in addition to a wide variety of other services.
If Sprint PCS does not succeed, it is highly unlikely that we will succeed. We
have little influence with Sprint PCS under our agreements with it.
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The termination of LA Unwired's, IWO's, TX Unwired's or Georgia PCS's
affiliation with Sprint PCS or Sprint PCS's failure to perform its obligations
under the Sprint PCS agreements would severely restrict the affected company's
ability to conduct its business.
LA Unwired owns some of its FCC licenses, but not enough to operate its
entire wireless network. IWO, TX Unwired and Georgia PCS do not own any FCC
licenses. Each of our PCS operating subsidiaries operates under the FCC licenses
of Sprint PCS and LA Unwired that are applicable to its territory. The ability
of each of our PCS operating subsidiaries to offer Sprint PCS products and
operate a PCS network is dependent on its Sprint PCS agreements remaining in
effect and not being terminated.
.. These agreements give it the right to use the Sprint(R) and Sprint PCS(R)
brand names and logos and related rights. If it loses these rights, our
operations will be impaired.
.. These agreements impose strict requirements on the construction of each
company's network. IWO has not yet completed construction of its network. If IWO
does not meet these requirements, these agreements may be terminated and IWO
could lose the right to be the provider or sole provider of Sprint PCS products
and services in IWO's service area.
.. These agreements require our PCS operating subsidiaries to meet strict
technical requirements such as the percentage of time the network is operative,
the percentage of dropped calls, the ratio of blocked call attempts to total
call attempts, the ratio of call origination to termination failures, and call
transport requirements for links between cell sites, switches and outside
telephone systems. If these and other requirements are not met, Sprint PCS can
terminate the affected agreements.
.. The Sprint PCS agreements of any of our PCS operating subsidiaries may be
terminated also if any of Sprint PCS's FCC licenses are lost or jeopardized, or
if the subsidiary becomes insolvent.
.. These agreements give Sprint PCS a substantial amount of influence and
control over the conduct of each company's business. Sprint PCS may make
decisions that adversely affect our PCS operating subsidiaries' business, like
introducing costly new products that fail in the marketplace or setting the
prices for its national plans at levels that may not be economically sufficient
for our PCS operating subsidiaries' business.
.. If the management agreements of any of our PCS operating subsidiaries with
Sprint PCS are terminated or breached, the affected subsidiary may be required
to sell its PCS assets to Sprint PCS at prices that are unfavorable to us or
Sprint PCS may be required to assign to the affected subsidiary some of Sprint
PCS's licensed spectrum.
.. The management agreements are not perpetual. If Sprint PCS decides not to
renew the management agreements at the expiration of the 20-year initial term or
any 10-year renewal term, the affected subsidiaries would no longer be a part of
the Sprint PCS network. Even with all renewals, the management agreements of our
PCS operating subsidiaries terminate in 50 years, and each of these agreements
can be terminated at any time for breach of any material term.
.. Sprint PCS is permitted to terminate the management agreements for breach of
any of the material terms of the agreements. These terms include operational and
network requirements that are extremely technical and detailed and apply to each
retail store, cell site and switch site. Many of these operational and network
requirements can be changed by Sprint PCS with little notice. As a result, our
PCS operating subsidiaries may not always be in compliance with all requirements
of the Sprint PCS agreements. Sprint PCS conducts periodic audits of compliance
with various aspects of its program guidelines and identifies issues it believes
need to be addressed. There may be substantial costs associated with remedying
any non-compliance, and such costs may adversely affect our operating results
and cash flow.
Sprint PCS may make business decisions that are not in the best interests
of our PCS operating subsidiaries, which may adversely affect the relationships
of our PCS operating subsidiaries with customers in their territories, increase
their expenses and/or decrease their revenues.
Sprint PCS, under the Sprint PCS agreements, has a substantial amount of
influence and control over the conduct of the businesses of our PCS operating
subsidiaries. Accordingly, Sprint PCS may make
42
decisions that adversely affect LA Unwired's, IWO's, TX Unwired's or Georgia
PCS's business, such as the following:
.. Sprint PCS could price its national plans based on its own objectives and
could set price levels or other terms that may not be economically sufficient
for LA Unwired's, IWO's, TX Unwired's or Georgia PCS's business;
.. Sprint PCS could raise the costs for Sprint PCS to perform back office
services for LA Unwired, IWO, TX Unwired and Georgia PCS or otherwise seek to
increase what we pay Sprint PCS, or it could reduce levels of services it
provides our PCS operating subsidiaries;
.. Sprint PCS has sought to charge us more as a result of launching the new
"third generation" or 3G technology called "one times radio transmission
technology" or 1XRTT;
.. Sprint PCS can reduce the travel rate for LA Unwired and TX Unwired after
December 31, 2002 or at any date for IWO and Georgia PCS;
.. Sprint PCS prohibits LA Unwired, IWO, TX Unwired or Georgia PCS from selling
non-Sprint PCS approved equipment;
.. Sprint PCS could develop products and services, or establish credit policies
such as the NDASL program that is described below, that adversely affect our
business;
.. Sprint PCS introduced a payment method for subscribers to pay the cost of
service with us. This payment method did not initially have adequate controls or
limitations, and we have discovered that some fraudulent payments were made to
accounts using this payment method. The controls and limitations have now been
strengthened. We are investigating the scope of this fraud and its financial
impact on us. If the fraud turns out to be widespread, it could have a material
adverse impact on our results of operations and financial condition;
.. Sprint PCS could keep us from developing our own promotional plans that we
may believe to be necessary to attract new subscribers or from selling equipment
selected by us;
.. Sprint PCS could, subject to limitations under LA Unwired's, IWO's, TX
Unwired's and Georgia PCS's Sprint PCS agreements, alter its network and
technical requirements or request that LA Unwired, IWO, TX Unwired or Georgia
PCS build out additional areas within LA Unwired's, IWO's, TX Unwired's or
Georgia PCS's territories, which could result in increased equipment and
build-out costs;
.. Sprint or Sprint PCS could make decisions which could adversely affect the
Sprint(R) and Sprint PCS(R) brand names, products or services; and
.. Sprint PCS could decide not to renew the Sprint PCS agreements or to no
longer perform its obligations, which would severely restrict LA Unwired's,
IWO's, TX Unwired's and Georgia PCS's ability to conduct business.
Decisions such as those referred to above could adversely affect our
operating subsidiaries' relationships with their customers by changing products,
services and price plans to which those customers had become accustomed. Should
Sprint PCS have a change of control, or should management of Sprint PCS
otherwise change, the pace at which decisions such as the foregoing occur could
accelerate, increasing the risk of disfavor from customers of our operating
subsidiaries.
We deal with Sprint PCS weekly on a variety of issues. Sometimes we
disagree with Sprint PCS or oppose what Sprint PCS would like us to do. This
occurs particularly when Sprint PCS tells us we must adopt business methods or
pricing plans that we think will hurt our business. Because we rely so heavily
on our relationship with Sprint PCS, any deterioration of that relationship or
of Sprint PCS's desire to cooperate with LA Unwired, IWO, TX Unwired or Georgia
PCS could adversely affect the combined company's business.
Change in Sprint PCS products and services may reduce customer additions.
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The competitiveness and effective promotion of Sprint PCS products and
services are key factors in our ability to attract and retain customers. For
example, under the Sprint PCS service plans, customers who do not meet certain
credit criteria can nevertheless select any plan offered subject to an account
spending limit, referred to as ASL, to control credit exposure. Account spending
limits range from $125 to $200 depending on the credit quality of the customer.
Prior to May 2001, all of these customers were required to make a deposit
ranging from $125 to $200 that could be credited against future billings. In May
2001, a new Sprint PCS program, called NDASL for no deposit account spending
limit, eliminated the deposit requirement on certain, but not all, credit
classes. As a result, a significant amount of our new customer additions have
been under the NDASL program. Sprint PCS has replaced the NDASL program with the
"Clear Pay Program" without reinstating the deposit requirement. The Clear Pay
Program is substantially similar to the NDASL program but with an increased
emphasis on payment of outstanding amounts. Under the Clear Pay Program,
customers who do not meet certain credit criteria can select any plan offered,
subject to an account spending limit. The NDASL program has had the effect of
increasing churn and bad debt expense. Sprint PCS has the right to end or
materially change the terms of the Clear Pay Program. If Sprint PCS chooses to
eliminate the Clear Pay Program or alter its features, the growth rate we expect
to achieve may decrease. LA Unwired, TX Unwired and Georgia PCS requested and
received, effective February 24, 2002, the ability to reinstate deposits in
their territories for customers with poor or inadequate payment histories.
Effective September 24, 2002, IWO reinstated deposits for the Clear Pay Program.
We believe that reinstatement of the deposit has reduced the number of potential
new customers in these markets.
The inability of Sprint PCS to maintain high quality back office services,
or LA Unwired's, IWO's, TX Unwired's or Georgia PCS's inability to use Sprint
PCS's back office services and third party vendors' back office systems, could
lead to customer dissatisfaction, impair the ability of US Unwired to make
necessary adjustments to its business plan, increase the loss of subscribers or
otherwise increase LA Unwired's, IWO's, TX Unwired's or Georgia PCS's costs or
adversely affect their businesses.
LA Unwired, IWO, TX Unwired and Georgia PCS rely on Sprint PCS's internal
support systems, including customer care, billing and other back office support.
LA Unwired's, IWO's, TX Unwired's and Georgia PCS's operations could be
disrupted if Sprint PCS is unable to maintain and expand its internal support
systems in a high quality manner, or to efficiently outsource those services and
systems through third party vendors. We expect the rapid expansion of Sprint
PCS's business to continue to pose a significant challenge to its internal
support systems. Additionally, Sprint PCS has relied on third party vendors for
a significant number of important functions and components of its internal
support systems and may continue to rely on these vendors in the future. Our PCS
operating subsidiaries will depend on Sprint PCS's willingness to continue to
offer these services and to provide these services effectively and at
competitive costs. LA Unwired's, IWO's, TX Unwired's and Georgia PCS's
agreements with Sprint PCS provide that, upon nine months' prior written notice,
Sprint PCS may elect to terminate any of these services. The inability of Sprint
PCS to maintain high quality back office services, or LA Unwired's, IWO's, TX
Unwired's or Georgia PCS's inability to use Sprint PCS's back office services
and third party vendors' back office systems, could lead to customer
dissatisfaction, increase the loss of subscribers or otherwise increase LA
Unwired's, IWO's, TX Unwired's or Georgia PCS's costs.
Should Sprint PCS fail to deliver timely and accurate information, this may
lead to adverse short-term decisions and inaccurate assumptions in our business
plan. It could also adversely affect our cash flow because Sprint PCS collects
our receivables and sends us a net amount that is based on the financial
information it produces for us.
If Sprint PCS does not complete the construction of its nationwide PCS
network, our PCS operating subsidiaries may not be able to attract and retain
customers.
Sprint PCS currently intends to cover a significant portion of the
population of the United States, Puerto Rico and the U.S. Virgin Islands by
creating a nationwide PCS network through its own construction efforts and those
of its network partners like LA Unwired, IWO, TX Unwired and Georgia PCS. Sprint
PCS is still constructing its nationwide network and does not yet offer PCS
services, either on its own network or through its roaming agreements, in every
city in the United States.
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If one of LA Unwired's, IWO's, TX Unwired's or Georgia PCS's customers
travels in an area where a Sprint PCS or compatible system is not yet
operational, the customer would not be able to make a call on that area's system
unless he or she has a telephone handset that can make calls on both systems.
Generally, these handsets are more costly. Moreover, the Sprint PCS network does
not allow for calls to be transferred without interruption between the Sprint
PCS network and another wireless network. This means that a customer must end a
call in progress and initiate a new call when entering an area not served by the
Sprint PCS network. The quality of the service provided by another network may
not be equal to that of the Sprint PCS network, and LA Unwired's, IWO's, TX
Unwired's or Georgia PCS's customers may not be able to use some of the advanced
features of its network. This could result in customer dissatisfaction and loss
of customers.
Sprint PCS has entered into management agreements similar to LA Unwired's,
IWO's, TX Unwired's and Georgia PCS's with companies in other markets under its
nationwide PCS build-out strategy. LA Unwired's, IWO's, TX Unwired's and Georgia
PCS's results of operations are dependent on Sprint PCS's national network and,
to a lesser extent, on the networks of Sprint PCS's other network partners.
Sprint PCS's network may not provide nationwide coverage to the same extent as
its competitors, which could adversely affect LA Unwired's, IWO's, TX Unwired's
and Georgia PCS's ability to attract and retain customers.
If Sprint PCS does not succeed, or if LA Unwired, IWO, TX Unwired or
Georgia PCS does not maintain a good relationship with Sprint PCS, LA Unwired's,
IWO's, TX Unwired's or Georgia PCS's business may not succeed.
If Sprint PCS has a significant disruption to its business plan or network,
fails to operate its business in an efficient manner, or suffers a weakening of
its brand name, LA Unwired's, IWO's, TX Unwired's and Georgia PCS's operations
and profitability would likely be impaired. LA Unwired, IWO, TX Unwired and
Georgia PCS use their relationships with Sprint PCS to obtain, at favorable
prices, handsets and the equipment for the construction or expansion and
operation of their networks. Any disruption in their relationships with Sprint
PCS could make it much more difficult for them to obtain this equipment.
If Sprint PCS should have significant financial problems, including
bankruptcy, our PCS business would suffer material adverse consequences which
could include termination or revision of our Sprint PCS agreements. We have no
reason to believe that Sprint PCS will have significant financial problems,
including bankruptcy.
If other Sprint PCS network partners have financial difficulties, the
Sprint PCS network could be disrupted.
Sprint PCS's national network is a combination of networks. The large
metropolitan areas are owned and operated by Sprint PCS, and the areas in
between them are owned and operated by Sprint PCS network partners, all of which
are independent companies like we are. We believe that most, if not all, of
these companies have incurred substantial debt to pay the large cost of building
out their networks.
If other network partners experience financial difficulties, the Sprint PCS
network could be disrupted in the territories of those partners. If the Sprint
PCS agreements of those partners are like ours, Sprint PCS would have the right
to step in and operate the affected territory. Of course this right could be
delayed or hindered by legal proceedings, including any bankruptcy proceeding
relating to the affected network partner.
Material disruptions in the Sprint PCS network would have a material
adverse effect on our ability to attract and retain subscribers.
Certain provisions of the Sprint PCS agreements may diminish the value of
US Unwired common stock and restrict the sale of our business.
Under some circumstances and without further stockholder approval, Sprint
PCS may purchase LA Unwired's, IWO's, TX Unwired's or Georgia PCS's operating
assets at a discount. In addition, Sprint PCS must approve any change of control
of the ownership of LA Unwired, IWO, TX Unwired or Georgia PCS
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and must consent to any assignment of LA Unwired's, IWO's, TX Unwired's or
Georgia PCS's Sprint PCS agreements. Sprint PCS also has a right of first
refusal if LA Unwired, IWO, TX Unwired or Georgia PCS decides to sell its
operating assets to a third party. LA Unwired, IWO, TX Unwired and Georgia PCS
also are subject to a number of restrictions on the transfer of their
businesses, including a prohibition on the sale of LA Unwired, IWO, TX Unwired
or Georgia PCS or their operating assets to competitors of Sprint or Sprint PCS.
These restrictions and other restrictions contained in the Sprint PCS agreements
could adversely affect the value of US Unwired common stock, may limit our
ability to sell LA Unwired's, IWO's, TX Unwired's and Georgia PCS's business,
may reduce the value a buyer would be willing to pay for LA Unwired's, IWO's, TX
Unwired's or Georgia PCS's business and may reduce LA Unwired's, IWO's, TX
Unwired's or Georgia PCS's or the combined company's entire business value.
LA Unwired, IWO, TX Unwired or Georgia PCS may have difficulty in
obtaining an adequate supply of certain handsets from Sprint PCS, which could
adversely affect LA Unwired's, IWO's, TX Unwired's or Georgia PCS's results of
operations.
LA Unwired, IWO, TX Unwired and Georgia PCS depend on our and their
relationships with Sprint PCS to obtain handsets. Sprint PCS orders handsets
from various manufacturers. LA Unwired, IWO, TX Unwired or Georgia PCS could
have difficulty obtaining specific types of handsets in a timely manner if:
. Sprint PCS does not adequately project the need for handsets for itself, its
Sprint PCS network partners and its other third party distribution channels,
particularly in transition to new technologies such as 3G;
. Sprint PCS gives preference to other distribution channels;
. LA Unwired, IWO, TX Unwired or Georgia PCS does not adequately project its
need for handsets;
. Sprint PCS modifies its handset logistics and delivery plan in a manner that
restricts or delays LA Unwired's, IWO's, TX Unwired's or Georgia PCS's access to
handsets; or
. there is an adverse development in the relationship between Sprint PCS and
its suppliers or vendors.
The occurrence of any of the foregoing could disrupt LA Unwired's, IWO's,
TX Unwired's or Georgia PCS's customer service and/or result in a decrease in LA
Unwired's, IWO's, TX Unwired's or Georgia PCS's subscribers, which could
adversely affect its results of operations.
Non-renewal or revocation by the FCC of LA Unwired's licenses or the
Sprint PCS licenses LA Unwired, IWO, TX Unwired or Georgia PCS uses would
significantly harm the affected company's business.
PCS licenses are subject to renewal and revocation by the FCC. LA
Unwired's and Sprint PCS's licenses in LA Unwired's, IWO's, TX Unwired's and
Georgia PCS's territories will begin to expire in 2005 but may be renewed for
additional ten-year terms. There may be opposition to renewal of these licenses
upon their expiration, and the licenses may not be renewed. The FCC has adopted
specific standards to apply to PCS license renewals. Any failure by Sprint PCS,
LA Unwired, IWO, TX Unwired or Georgia PCS to comply with these standards could
cause revocation or forfeiture of the licenses for its territories. If any of
the licenses of Sprint PCS that our PCS operating subsidiaries are using should
be lost, the affected subsidiary would be severely restricted in its ability to
conduct its business. If we were to lose any of the licenses we own, we could
replace it with a Sprint PCS license in the affected territory, but at a greater
cost to us than the use of our own license.
If Sprint PCS does not maintain control over its licensed spectrum, the
Sprint PCS agreements may be terminated, which would result in LA Unwired's,
IWO's, TX Unwired's and Georgia PCS's inability to provide PCS service.
The FCC requires that license holders like Sprint PCS and LA Unwired
maintain control of their licensed spectrum and not delegate control to
third-party operators or managers. Although the Sprint PCS agreements with LA
Unwired, IWO, TX Unwired and Georgia PCS reflect an arrangement that the parties
believe meets the FCC requirements for licensee control of licensed spectrum, we
cannot assure you that the FCC will agree. If the FCC were to determine that the
Sprint PCS agreements need to be modified to
46
increase the level of licensee control, LA Unwired, IWO, TX Unwired and Georgia
PCS have agreed with Sprint PCS to use best efforts to modify the Sprint PCS
agreements to comply with applicable law. If LA Unwired, IWO, TX Unwired and
Georgia PCS cannot agree with Sprint PCS to modify the Sprint PCS agreements,
the agreements may be terminated. If the Sprint PCS agreements are terminated,
LA Unwired, IWO, TX Unwired and Georgia PCS would no longer be a part of the
Sprint PCS network and the combined company would be severely restricted in its
ability to conduct business.
We have limited rights if Sprint PCS fails to perform its obligations to
our PCS operating subsidiaries under their agreements with Sprint PCS. Should
that occur, the consequences to us would be severe.
If Sprint PCS fails to perform its obligations to our PCS operating
subsidiaries, the consequences to us would be severe. Our PCS operating
subsidiary could terminate its Sprint PCS agreements, but in that case it may
have to discontinue its PCS business or to conduct it on a reduced scale. It
would not be permitted to offer Sprint PCS products and services. We would in
these events suffer material adverse consequences to our results of operations
and financial condition. The only remedy of our PCS operating subsidiary would
be to require Sprint PCS either to purchase its operating assets at a price that
would be unfavorable to us, or to assign to our PCS operating subsidiary limited
amounts of Sprint PCS's licensed spectrum for a price equal to the greater of
10% of the business value of our PCS operating subsidiary or Sprint PCS's
original cost for the spectrum plus any costs incurred in relocating microwave
radio systems.
Sprint PCS has notified us of new charges and fees that it intends to pass
on to us. We did not anticipate these charges and fees when we formulated our
business plan and if they are material, they could materially and adversely
affect our results of operations and financial condition.
Sprint PCS has notified us of new charges and fees that we did not expect
when we formulated our business plan. These new charges and fees include:
. Undetermined development costs to upgrade Sprint PCS's billing system to
cover new third generation technology (known as 1XRTT) services offered to our
customers.
. Unspecified charges resulting from the objection by long distance carriers,
including Sprint, to charges they paid to Sprint PCS for the "termination" of
long distance calls in our service territory. Sprint PCS has paid us what they
estimated they would collect from those long distance carriers, but the long
distance carriers are now contesting whether they were obligated to pay those
charges. Sprint PCS has indicated that it will seek to recover from us any such
charges it paid us but cannot collect from the long distance carriers.
We are discussing with Sprint PCS whether there is a basis for these new
charges and fees under our management agreements and service agreements with
Sprint PCS. If we disagree with Sprint PCS on the validity of these (or any
other) new charges or fees, we have the right to formally dispute the charges or
fees. We cannot now determine whether these charges and fees are material. If
they are material, and if Sprint PCS is entitled to collect them, they could
have a material adverse effect on our results of operations or financial
condition or both.
Sprint PCS's outside auditors periodically review various accounts between
Sprint PCS and its network partners. If errors in these accounts are uncovered,
Sprint PCS may attempt to pass on additional charges to us. If these charges are
material, they could adversely affect our financial condition.
Sprint PCS's outside auditors are in the process of completing a review of
various accounts between Sprint PCS and its network partners to determine if the
accounts have been settled correctly. We have not been notified of the date by
which the auditors will complete their review. If the review identifies errors
in the settlement process, Sprint could pass additional charges on to us. If
these charges are material, they could adversely affect our financial condition.
Risks Particular to the Combined Company's Industry
Overview of this subsection: The wireless telephone industry started out
with just two competitors in each market. Competition is now extreme. There are
numerous competitors, and the result is that prices of wireless services have
dramatically dropped. In addition, other factors affecting our industry are
47
changing rapidly. If we cannot effectively meet the challenges of these
conditions, we probably will not succeed. Activists are seeking new laws that
would restrict use of telephones by drivers, our placement of the towers that
carry our transmissions and disposal of wireless phones. Such laws could
adversely impact our business.
Sprint PCS and we face intense competition that may reduce its and our
market share and harm its and our financial performance.
There is substantial competition in the telecommunications industry.
According to information it has filed with the SEC, Sprint believes that the
traditional dividing lines between long distance, local, wireless, and Internet
services are increasingly becoming blurred. Through mergers and various service
integration strategies, major providers, including Sprint, are striving to
provide integrated solutions both within and across all geographical markets.
Sprint expects competition to intensify as a result of the entrance of new
competitors and the rapid development of new technologies, products, and
services. Sprint cannot predict which of many possible future technologies,
products, or services will be important to maintain its competitive position or
what expenditures will be required to develop and provide these technologies,
products or services. Sprint's ability to compete successfully will depend on
marketing and on its ability to anticipate and respond to various competitive
factors affecting the industry, including new services that may be introduced,
changes in consumer preferences, demographic trends, economic conditions, and
discount pricing strategies by competitors. To the extent Sprint does not keep
pace with technological advances or fails to respond timely to changes in
competitive factors in its industry, it could lose market shares or experience a
decline in revenue and net income.
Each of the markets in which Sprint PCS competes is served by other
wireless service providers, including cellular, enhanced specialized mobile
radio, called ESMR, and PCS operators and resellers. A majority of markets have
five or more CMRS providers. Each of the top 50 metropolitan markets has at
least two other PCS competitors in addition to one ESMR competitor and two
cellular incumbents. Some of these competitors have been operating for a number
of years and currently serve a substantial subscriber base. The FCC recently
decided to allow CMRS providers to own more spectrum, up to 55 MHz, in urban
markets and to eliminate in January 2003 its rule imposing spectrum limits.
However, the FCC plans to continue to review proposed mergers and combinations
involving spectrum after the spectrum limits are eliminated. Competition may
continue to increase to the extent that licenses are transferred from smaller
stand-alone operators to larger, better capitalized, and more experienced
wireless communications operators. These larger wireless communications
operators may be able to offer customers network features not offered by Sprint
PCS. The actions of these larger wireless communications operators could
negatively affect Sprint PCS's and our customer churn, ability to attract new
customers, average revenue per user, cost to acquire customers, and operating
costs per customer.
Sprint PCS relies on agreements with competitors to provide automatic
roaming capability to Sprint PCS customers in many of the areas of the United
States not covered by the Sprint PCS network, which primarily serves
metropolitan areas. Certain competitors may be able to offer coverage in areas
not served by Sprint PCS's network or may be able to offer roaming rates that
are lower than those offered by Sprint PCS. Certain of Sprint PCS's competitors
are seeking to reduce access to their networks through actions pending with the
FCC. Moreover, the engineering standard, called AMPS, for the dominant air
interface on which PCS customers roam is currently being considered for
elimination by the FCC as part of a streamlining proceeding. If the FCC
eliminates this mandatory standard and cellular operators cease to offer their
AMPS networks for roaming, some Sprint PCS customers may have difficulty roaming
in certain markets.
Some wireless providers, some of which have an infrastructure in place and
have been operating for a number of years, have been upgrading their systems and
provide expanded and digital services to compete with Sprint PCS's services.
Some of these wireless providers require their customers to enter into long term
contracts, which may make it more difficult for Sprint PCS to attract customers
away from these wireless providers.
48
Sprint PCS anticipates that market prices for wireless voice services and
products generally will continue to decline in the future as a result of
increased competition. It also expects to face increased competition for access
to distribution channels. Consequently, it may be forced to increase spending
for advertising and promotions. All of this may lead to greater choices for
customers, possible consumer confusion, and increased industry churn.
Significant competition in the wireless communications services industry
may result in LA Unwired's, IWO's, TX Unwired or Georgia PCS's competitors
offering new or better products and services or lower prices, which could
prevent the affected company from operating profitably or reduce its
profitability.
Competition in the wireless communications industry is intense. We
anticipate that competition will cause the market prices for two-way wireless
products and services to decline in the future. LA Unwired's, IWO's, TX Unwired
and Georgia PCS's ability to compete will depend, in part, on their ability to
anticipate and respond to various competitive factors affecting the
telecommunications industry. Our major competitors include such wireless
companies as Verizon, SunCom, Cingular, AT&T, Nextel and Alltel.
Our PCS operating subsidiaries' dependence on Sprint PCS to develop
competitive products and services and the requirement that they obtain Sprint
PCS's consent to sell local pricing plans and equipment that Sprint PCS has not
approved may limit their ability to keep pace with competitors on the
introduction of new products, services and equipment. Some of these competitors
are larger than our PCS operating subsidiaries individually or combined, may
have entered the wireless communications services market before our PCS
operating subsidiaries did, possess greater resources and more extensive
coverage areas, may offer lower rates, and may market other services, such as
landline telephone service, cable television and internet access, with their
wireless communications services. In addition, we may be at a competitive
disadvantage since we may have more debt than some of our competitors.
Furthermore, there has been a recent trend in the wireless communications
industry towards consolidation of wireless service providers through joint
ventures, reorganizations and acquisitions. We expect this consolidation to lead
to larger competitors over time. We may be unable to compete successfully with
larger companies that have substantially greater resources or that offer more
services than LA Unwired, IWO, TX Unwired and Georgia PCS do.
Alternative technologies and current uncertainties in the wireless market
may reduce demand for PCS.
PCS providers in the United States use one of three technological
standards. Even though the three standards share basic characteristics, they are
not compatible or interchangeable with each other. Our PCS operating
subsidiaries and Sprint PCS use the standard known as CDMA. If another standard
becomes preferred in the industry, our PCS operating subsidiaries may be at a
competitive disadvantage. If Sprint PCS changes its standard, our PCS operating
subsidiaries will need to change theirs as well, which will be costly and time
consuming. If our PCS operating subsidiaries cannot change the standard, they
may not be able to compete with other systems.
The wireless communications industry is experiencing significant
technological change, as evidenced by the increasing pace of digital upgrades in
existing analog wireless systems, satellite coverage, evolving industry
standards, ongoing improvements in the capacity and quality of digital
technology, shorter development cycles for new products and enhancements and
changes in end-user requirements and preferences. Technological advances and
industry changes could cause the technology used on our PCS operating
subsidiaries' networks to become obsolete. Sprint PCS may not be able to respond
to such changes and implement new technology on a timely basis, or at an
acceptable cost.
If Sprint PCS is unable to keep pace with these technological changes or
changes in the wireless communications market based on the effects of
consolidation from the Telecommunications Act of 1996 or from the uncertainty of
future government regulation, the technology used on our PCS operating
subsidiaries' networks, or their business strategy, may become obsolete. In
addition, wireless carriers are seeking to implement an upgrade to one times
radio transmission technology, or 1XRTT, which is also broadly known as third
generation, or 3G, technology throughout the industry. The 3G technology
promises high-speed, always-on Internet connectivity and high-quality video and
audio. We cannot assure you that
49
our PCS operating subsidiaries or Sprint PCS can implement 1XRTT or 3G
technology successfully or on a cost-effective basis.
Regulation by government and taxing agencies may increase our PCS
operating subsidiaries' costs of providing service or require them to change
their services, either of which could impair the combined company's financial
performance.
Our operations and the operations of Sprint PCS are subject to varying
degrees of regulation by the FCC, the Federal Trade Commission, the Federal
Aviation Administration, the Environmental Protection Agency, the Occupational
Safety and Health Administration and state and local regulatory agencies and
legislative bodies. Adverse decisions or regulation of these regulatory bodies
could negatively impact operations and costs of doing business. For example,
changes in tax laws or the interpretation of existing tax laws by state and
local authorities could subject us to increased income, sales, gross receipts or
other tax costs or require LA Unwired, IWO, TX Unwired or Georgia PCS to alter
the structure of its current relationship with Sprint PCS. In addition:
. The loss of any of LA Unwired's FCC licenses, or any of Sprint PCS's FCC
licenses in LA Unwired's, IWO's, TX Unwired's or Georgia PCS's service area,
would impair the affected company's business and operating results.
. The FCC may revoke any of LA Unwired's or Sprint PCS's PCS licenses at any
time for cause. Cause could be a failure to comply with terms of the licenses or
applicable FCC rules. We cannot ensure that LA Unwired's and Sprint PCS's PCS
licenses will be renewed when they expire.
. The FCC regulates LA Unwired's, IWO's, TX Unwired's and Georgia PCS's
relationship with Sprint PCS under each company's Sprint PCS agreements.
. The combined company may need to acquire additional licenses, which may
require approval of regulatory authorities. These regulatory authorities may not
grant approval in a timely manner, if at all.
. All PCS licenses, including LA Unwired's own licenses and Sprint PCS's
licenses, are subject to the FCC's build-out regulations. These regulations
require license holders to offer specified levels of service to the population
in their service areas within set time periods. Even though our PCS operating
subsidiaries have developed a build-out plan that meets these requirements, they
may be unable to meet their build-out schedules. If LA Unwired, IWO, TX Unwired
or Georgia PCS or Sprint PCS does not meet these requirements, the FCC could
take back the portions of the service area that are not being served, impose
fines, or even revoke the related licenses.
. The FCC may license additional spectrum for new carriers, which would
increase the competition our PCS operating subsidiaries face.
. The FCC imposes additional requirements on holders of PCS licenses reserved
for small businesses. These licenses are called C-block and F-block licenses. LA
Unwired holds F-block licenses and must meet special requirements to hold them.
If it does not meet these requirements, the FCC could fine it, revoke its
licenses or require it to restructure its ownership.
An increase in the amount of our foreign ownership could cause us to lose
our FCC licenses or restructure our ownership.
Ownership of US Unwired capital stock by non-U.S. citizens is subject to
limitations under the Communications Act of 1934 and FCC regulations. In the
absence of FCC consent, not more than 25% of US Unwired capital stock may be
owned or voted by non-U.S. citizens or their representatives, by a foreign
government or its representatives, or by a foreign corporation. We believe the
level of foreign ownership in US Unwired common stock to be approximately 25%.
Because US Unwired common stock is publicly traded, the level of foreign
ownership may fluctuate.
The FCC has granted us the authority to permit US Unwired's foreign
ownership to exceed 25%, subject to specific limitations. If US Unwired exceeds
the permitted levels or does not comply with the applicable limitations, it may
have to restructure its ownership to come within the permitted ownership
50
limit or else we may lose our FCC licenses. In that case, the articles of
incorporation of US Unwired permit it to force foreign shareholders to sell
their shares to US Unwired, whether they wish to do so or not, so as to reduce
the foreign ownership of US Unwired to permitted levels with an extra cushion
for safety.
The future prospects of the combined company are uncertain because the
future prospects of the PCS industry are uncertain.
PCS systems have not operated in the United States for very long, and we
cannot assure you that the operation of these systems in the combined company's
markets will become profitable. In addition, we cannot estimate how much demand
there will be for PCS in the combined company's markets or how much competitive
pricing pressure there will be. As a result, the future prospects of the PCS
industry, including LA Unwired's, IWO's, TX Unwired's and Georgia PCS's
prospects, remain uncertain. The future demand for wireless communications
services in general is uncertain. We also cannot predict what new challenges we
may face in this changing industry environment. If we cannot react promptly and
effectively to these challenges, our business could be materially and adversely
affected.
Our PCS operating subsidiaries' business may suffer because subscribers
frequently disconnect their service in the PCS industry. The rate at which these
disconnections occur, called churn, may be even higher in the future.
The PCS industry in general and Sprint PCS in particular have experienced
a high rate of subscribers who disconnect their service. This rate is referred
to as churn. We have experienced even higher churn in recent months due in large
part, we believe, to the NDASL program that Sprint introduced in May 2001 and
the Clear Pay program that replaced NDASL. These programs are described under
"Risks Particular to the Combined Company's Relationship with Sprint PCS." Our
future churn rate may be higher than our historical rate due to intense
competition and general economic conditions, among other factors. Factors that
tend to contribute to higher churn include:
. inability of customers to pay, which caused a significant percentage of our
churn in our quarter ended June 30, 2002. We believe that a large portion of
this churn is attributable to the NDASL and Clear Pay Program that resulted in
subscriber accounts with greater than normal credit risks.
. our generous handset return policy, which makes it easier to cancel an
account.
. intense competition in our industry.
. performance and coverage of our networks.
. ineffective customer service.
. increases in prices.
. performance and reliability of handsets.
. changes in our products and services.
A high rate of PCS subscriber churn could harm the competitive position of
our PCS operating subsidiaries and their results of operations. We subsidize
some of the costs of handsets for our new subscribers, pay commissions for new
accounts and incur expenses to advertise and maintain a distribution network.
When we experience a high rate of churn, we may not receive sufficient revenue
to offset these costs.
Use of hand-held phones may pose health risks, which could result in the
reduced use of wireless services or liability for personal injury claims.
Media reports have suggested that certain radio frequency emissions from
wireless handsets may be linked to various health problems, including cancer,
and may interfere with various electronic medical devices, including hearing
aids and pacemakers. Concerns over radio frequency emissions may discourage use
of wireless handsets or expose the combined company to potential litigation. Any
resulting decrease in
51
demand for wireless services, or costs of litigation and damage awards, could
impair the combined company's ability to achieve and sustain profitability.
Our PCS operating subsidiaries may be subject to potential litigation
relating to the use of wireless phones while driving. In addition, several state
and local governments are considering, or have recently adopted, legislation
that restricts the use of wireless handsets by drivers.
Some studies have indicated that some aspects of using wireless phones
while driving may impair drivers' attention in certain circumstances, making
accidents more likely. These concerns could lead to potential litigation
relating to accidents, deaths or serious bodily injuries, or to new restrictions
or regulations on wireless phone use, any of which also could have material
adverse effects on the combined company's results of operations.
A number of U.S. state and local governments are considering or have
recently enacted legislation that would restrict or prohibit the use of a
wireless handset while driving a vehicle or, alternatively, require the use of a
hands-free telephone. The state of New York has enacted legislation, effective
November 1, 2001, that bans the use of handheld wireless handsets while driving
a vehicle except in the case of emergencies. The legislation also provides that
effective December 1, 2001, persons who violate this ban are subject to fines of
up to $100 per violation. Legislation of this sort, if continued to be enacted,
would require wireless service providers to provide hands-free enhanced services
such as voice activated dialing and hands-free speaker phones and headsets so
that they can keep generating revenue from their subscribers, who make many of
their calls while on the road. If the combined company is unable to provide
hands-free services and products to our subscribers in a timely and adequate
fashion, the volume of wireless phone usage would likely decrease, and the
combined company's ability to generate revenues would suffer.
Environmentalists have asked the FCC to halt the building of towers used
for transmission of wireless signals.
Three environmental groups claim that towers used for transmission of
wireless signals kill migratory birds. They have petitioned the FCC to study how
many birds die from flying into towers. They have asked the FCC to halt tower
construction until the study is completed. If we cannot build new towers, we
cannot complete or expand our networks.
At least one environmental group and one state believe that the disposal of
wireless phones could pose a threat to public health. If new regulations
governing wireless phone disposal are passed, or if our industry does not
develop an efficient disposal or recycling program, our operating costs could
increase.
An environmental research group has argued that the disposal of used
wireless phones could pose a threat to public health because the phones contain
small amounts of toxic chemicals that may leak into the soil and water supply
when they are deposited in landfills. At least one state has begun a study of
the environmental effects of wireless phone disposal and has announced that it
will issue appropriate regulations if the study concludes that those effects
could be harmful. If new and burdensome regulations governing the disposal of
wireless phones are passed in the states covered by our network, or if the PCS
industry cannot develop a cost-effective disposal or recycling program for
wireless phones, our operating costs could increase.
Risks Related to Factors Currently Affecting our Business
Overview of this subsection. Our business has recently been challenged by a
number of adverse factors. If these factors do not improve, it is likely that
our business will suffer to the point that we will not meet some of the
covenants in our bank debt agreements. If that occurs and our banks do not agree
to revise our covenants, they would be able to declare a default under our bank
debt and to refuse to advance funds to us.
Our business is being adversely affected by slower subscriber growth than
we anticipated, increased churn, higher uncollectible receivables, general
economic conditions and other factors. If our business does not improve it is
likely that we will have to ask our bank lenders to waive compliance with
covenants
52
in our current bank agreements. If they refuse, we would be in default on our
bank debt and our bank lenders could refuse to advance more loans and demand
payment of what we owe them. If payment is demanded, we would also be in default
under our indentures. If these events occur it is likely that we will not have
enough cash to operate.
Our business has been adversely affected in recent months particularly by
the following factors:
.. Our subscriber growth has slowed from what we had expected.
.. Our churn has increased as described in a risk factor above.
.. Our uncollectible accounts have increased.
.. General economic conditions in our markets have not been good, further
adversely affecting subscriber growth and churn.
In addition, these are other factors that could contribute to a
continuation of poor business conditions for us. These include:
.. Uncertainty whether our expected level of capital expenditures will be
sufficient to support our networks.
.. Uncertainty about charges that Sprint PCS may seek to impose on us, as
described above.
.. Uncertainty about achieving operating efficiencies from our mergers as
quickly as we expected.
If our adverse business conditions continue, due to the above or other
factors, it is likely that US Unwired and IWO will fail during 2003 to meet some
of the loan covenants with our banks. Loan covenants are promises that borrowers
make either to do or not to do specified things or not to allow specified things
to happen.
A failure to meet a loan covenant has three principal consequences. First,
it permits the lender to refuse to advance additional borrowings. US Unwired and
IWO would not have sufficient cash to operate if they are unable to obtain the
proceeds under their bank loan agreements or comparable amounts from alternative
financing sources. Alternative financing would probably not be available on
terms that we would normally accept. Second, failure to meet a loan covenant
allows the lender to declare the loan to be in default and to insist on payment
of all amounts due under the loan. US Unwired and IWO would not have sufficient
cash to repay these loans, and their failure to repay them, if repayment is
demanded by the banks, would allow their noteholders to declare a default under
the indentures that govern the notes and to insist on payment of all amounts due
under the notes. If these things happen and we were unable to work out a debt
restructure with our banks and noteholders on mutually acceptable terms, we
likely would have no other alternative than to seek protection under bankruptcy
laws. Third, during any time that a default exists, even if the lenders do not
insist on payment, our debt would be classified as a current liability on our
balance sheet and our outside auditors would place a going concern qualification
on their opinion on our financial statements.
Because of the potentially material adverse consequences of any default on
US Unwired's or IWO's bank loans or indentures, US Unwired and IWO plan to ask
their bank groups to revise the bank loan covenants as necessary to keep US
Unwired and IWO in compliance with them. We cannot assure you that our banks
will cooperate with us.
On October 31, 2002 IWO made a request to borrow $15,000,000 under its
revolving credit agreement with its banks with proceeds from the borrowing due
to IWO on November 7, 2002. On November 7, 2002 we received $13,200,000 from the
bank group with one bank failing to fund its portion of the request. IWO
believes that it met all conditions for the borrowing request and has forwarded
a notice of default to the bank failing to make its funding. Any such failure of
our banks to fund a valid borrowing request may leave us with insufficient funds
to meet our cash requirements even if we are in compliance with our bank
covenants.
53
We expect that US Unwired and IWO will continue to be in compliance with
their indenture covenants, other than as a result of any failure to comply with
their bank loan covenants.
For more up-to-date information on the issues discussed above, please see
the subsection "Liquidity and Capital Resources" in the Management's Discussion
and Analysis of Financial Condition and Results of Operations section in what
is, at the time you are reading this, our most recent report on Form 10-Q or
10-K, whichever is the later.
The economic downturn in the United States has caused a general weakening
of our business. If our business in general, and our sales and churn in
particular, do not improve, we may not have the financial and operational
performance that we were expecting.
In recent months, we have not achieved the number of new subscribers that
we expected in our business plan. We attribute this in part to weak economic
conditions in our markets and intense price competition. To make matters worse,
our rate of churn has increased as described above. If the economic downturn
continues, we may have an even lower number of new subscribers and may not be
able to add subscribers on terms we expected. In addition, the weak economy may
hurt our existing subscribers' ability to pay us on time, which may force us to
terminate their service. If these things happen, our financial and operational
performance may suffer.
The number of our cellular subscribers and the roaming revenues of our
cellular operations have declined, which has reduced the cash flow from our
cellular business.
Our cellular operations are a single market property. The number of our
cellular customers has continued to decline as our subscribers switch to
carriers with national roaming plans, including our PCS operations.
Additionally, our cellular roaming revenue has recently decreased because both
Cingular and Verizon have launched networks covering a portion of our cellular
market. The decline in cellular subscribers and roaming revenues has reduced the
cash flow from our cellular business. The decrease in cash flow means we have
less cash to support our PCS operations and the value of our cellular business
has declined, should we decide to sell it.
A recession in the United States involving significantly lowered spending
could continue to negatively affect our results of operations.
Our primary customer base is individual consumers and our accounts
receivable represent unsecured credit. If the economic downturn that the United
States and our territories have recently experienced becomes more pronounced or
lasts longer than currently expected and spending by individual consumers drops
significantly, our business would continue to be negatively affected.
Our allowance for doubtful accounts may not be sufficient to cover
uncollectible accounts.
On an ongoing basis, we estimate the amount of customer receivables that we
will not be able to collect. This allows us to calculate the expected loss on
our receivables for the period we are reporting. Our allowance for doubtful
accounts may underestimate actual unpaid receivables for various reasons,
including:
.. adverse changes in our churn rate exceeding our estimates;
.. adverse changes in the economy generally exceeding our expectations; or
.. unanticipated changes in Sprint PCS's products and services.
If our allowance for doubtful accounts is insufficient to cover losses on
our receivables, our business, financial position or results of operations could
be materially adversely affected.
Demand for some of Sprint's communications products and services has been
adversely affected by a downturn in the United States economy as well as changes
in the global economy.
Demand for some of Sprint's communications products and services has been
adversely affected by a downturn in the United States economy as well as changes
in the global economy. According to Sprint, a
54
number of its suppliers have recently experienced financial challenges. If these
suppliers cannot meet their commitments, Sprint states that it would have to use
different vendors and this could result in delays, interruptions, or additional
expenses associated with the upgrade and expansion of Sprint's networks and the
offering of its products and services. If current general economic conditions
continue or worsen, the revenues, cash flow, and operating results of Sprint PCS
could be adversely affected. Any of these developments could adversely affect
our business, financial position or results of operations.
Risks Related to Anti-Takeover Provisions
Overview of this subsection: Our anti-takeover provisions may permit our
board of directors to turn down a proposal that our stockholders would like us
to accept.
Anti-takeover provisions in US Unwired's charter and by-laws will make it
difficult for anyone to acquire US Unwired without approval of its board of
directors.
Prior to acquiring IWO, US Unwired had little concern about being acquired
against the will of its board of directors because the voting power of its
founding family and their related interests, even if not completely united,
could prevent an unfriendly acquisition of it. That voting power decreased to
about 33% after the IWO acquisition as a result of that acquisition and the
amendments to US Unwired's articles of incorporation that converted its class B
common stock, which had 10 votes per share, to class A common stock, which has
one vote per share. Because of this, US Unwired's board of directors has
implemented additional anti-takeover provisions. These anti-takeover provisions,
and others, including a "poison pill" that our board of directors may adopt
hereafter, may discourage offers to acquire us and may permit our board of
directors to choose not to entertain offers to purchase us, even offers that are
at a substantial premium to the market price of our stock. Our stockholders may
therefore be deprived of opportunities to profit from a sale of control.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
(a) The following exhibits are filed as part of this report:
(3)(i) Third Restated Articles of Incorporation of US Unwired Inc.
(Incorporated by reference to Exhibit 3.2 of Form 10-Q filed by
the Registrant on May 9, 2002)
3(ii) By-laws of US Unwired Inc. as Amended on March 29, 2002
(Incorporated by reference to Exhibit 3.2 of Form 10-Q filed by
the Registrant on May 9, 2002)
(4)(i)(a) Amended and Restated Agreement Credit Agreement dated March 8,
2002 between US Unwired Inc. and lenders. (Incorporated by
reference to Exhibit 4.1 of Form 8-K filed by the Registrant on
March 21, 2002)
(4)(i)(b) Waiver and Amendment dated May 1, 2002 to the Amended and
Restated Agreement Credit Agreement dated March 8, 2002 between
US Unwired Inc. and lenders. (Incorporated by reference to
Exhibit 4.i.b. of Form 10-Q filed by the Registrant on
August 14, 2002)
(4)(i)(c) Second Agreement Regarding Amendments to Loan Documents dated
June 6, 2002 between US Unwired Inc. and lenders.
(4)(i)(d) Supplemental Indenture dated as of March 11, 2002, among Georgia
PCS Management, LLC and Georgia PCS Leasing, LLC, both Georgia
limited liability companies and subsidiaries of US Unwired Inc.,
the other Guarantors and State Street Bank and Trust Company, as
trustee under the indenture. (Incorporated by reference to
Exhibit 4.i.d. of Form 10-Q filed by the Registrant on
August 14, 2002)
(4)(i)(e) Registration Rights Agreement, dated April 1, 2002, by and among
Issuer, Northeast Unwired Inc. and IWO Holdings Inc. for certain
registration rights of US Unwired common stock (Incorporated by
reference to Exhibit 4.i.e. of Form 10-Q filed by the
Registrant on August 14, 2002)
(99) Audited consolidated financial statements of IWO Holdings, Inc.
and subsidiaries as of December 31, 2001 and 2000 and for the
period January 1, 1999. (Incorporated by reference to Exhibit 99
of Form 8-K filed by the Registrant on April 15, 2002).
(99.1) Certification by President and Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
55
(99.2) Certification by Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
-------------------------
Registrant agrees to furnish to the Commission on request copies of any
instrument defining the rights of holders of long-term debt the total
amount of which does not exceed 10% of the total consolidated assets of the
registrant and which is otherwise not filed as an exhibit.
b. Reports on Form 8-K
On August 19, 2002, we filed a Current Report on Form 8-K containing
risk factors; unaudited condensed consolidated financial statements of
IWO Holdings, Inc. and subsidiaries as of June 30, 2002 and December
31, 2001 and for the three and six months ended June 30, 2002 and
2001; unaudited pro forma condensed consolidated information of US
Unwired Inc. for the six months ended June 30, 2002 and for the year
ended December 31, 2001; and Section 906 certifications of the Chief
Executive Officer and the Chief Financial Officer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf by the undersigned
thereunto duly authorized.
November 14, 2002 US UNWIRED INC.
By: /s/ Jerry E. Vaughn
-----------------------------
Jerry E. Vaughn
Chief Financial Officer
56
CERTIFICATION
I, Robert W. Piper, certify that:
1. I have reviewed this quarterly report on Form 10-Q of US Unwired Inc.:
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
November 11, 2002 US Unwired Inc.
By: /s/ Robert W. Piper
--------------------------
Robert W. Piper
President, Chief Executive Officer and
Director (Principal Executive Officer)
57
CERTIFICATION
I, Jerry E. Vaughn, certify that:
1. I have reviewed this quarterly report on Form 10-Q of US Unwired Inc.:
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
November 11, 2002 US Unwired Inc.
By: /s/ Jerry E. Vaughn
---------------------------
Jerry E. Vaughn
Chief Financial Officer
58